BioSante Pharmaceuticals, Inc. and ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. announced today that they have entered into a new merger agreement pursuant to which an acquisition subsidiary of BioSante will merge into ANI.
Upon completion of the merger BioSante will issue to ANI stockholders shares of BioSante common stock such that the former ANI stockholders will own 57 percent of the combined company’s shares of common stock outstanding, and the former BioSante stockholders will own 43 percent. In a change from the prior merger agreement, these ownership percentages will not be subject to adjustment. Immediately prior to the merger, BioSante will distribute to its then current stockholders contingent value rights (CVRs) providing payment rights arising from a future sale, transfer, license or similar transaction(s) involving BioSante’s LibiGel® (female testosterone gel), including if ANI were to market LibiGel on its own based on BioSante clinical data with little or no further spending in the way of clinical development. BioSante does not intend to submit proposals at its stockholders meeting relating to a reverse split or name change.
Upon completion of the merger, the combined company will operate under the leadership of the ANI management team, with Arthur S. Przybyl serving as President and Chief Executive Officer. In addition to Mr. Przybyl, the board of directors of the combined company is expected to have two current directors from BioSante and four current ANI directors.
The issuance of BioSante shares in connection with the merger will require the affirmative vote of a majority of the BioSante shares present and entitled to vote at the BioSante stockholders meeting called to consider such issuance (assuming a quorum is present), which means that unvoted shares will not prevent the merger from being approved. The merger, like the prior merger proposal, also must be approved by the ANI stockholders.
The BioSante board of directors has rescinded its prior CVR distribution, which was declared on March 15, 2013 and conditioned upon completion of the prior merger.
The new merger agreement has been approved by the boards of directors of both BioSante and ANI. BioSante intends to file a new Form S-4 registration statement with the Securities and Exchange Commission related to the merger as soon as reasonably possible and currently anticipates that the transaction will close later in 2013, subject to customary closing conditions.
As previously stated, the BioSante board of directors strongly believes that the proposed merger with ANI is the best alternative for BioSante stockholders. If a merger is not approved, BioSante will remain a stand-alone company and still will need to address the issues and risks that led the BioSante board of directors to approve the prior merger with ANI. The BioSante board of directors continues to believe that the merger will create more value for BioSante stockholders in the long-term than BioSante could create as an independent, stand-alone company.
By mutual agreement, the prior merger agreement has been replaced and superseded by the new merger agreement. BioSante has cancelled its stockholders meeting to approve the prior merger agreement that had been adjourned to April 12, 2013. BioSante intends to call a new stockholders meeting to approve the issuance of shares in the merger as soon as reasonably possible.