The combined company ™s ownership composition consists of approximately 62% from BioSante stockholders and 38% from the former Cell Genesys stockholders. BioSante stockholders approved the merger on September 30, 2009, and the former Cell Genesys stockholders approved the merger agreement and the transactions contemplated thereby at a special meeting of stockholders held today. Well over 90 percent of shares voted were voted in favor of the merger. Effective at the close of business today, trading in Cell Genesys common stock will be discontinued. All remaining Cell Genesys employees and management were terminated effective today.
In addition to Dr. Sherwin, John T. Potts, Jr., M.D., a former Cell Genesys director, also now serves as a director of BioSante as a result of the merger. Stephen M. Simes, president and CEO of BioSante, and Phillip B. Donenberg, CFO of BioSante, continue to serve in those positions, and Dr. Louis W. Sullivan, chairman of the board of BioSante, continues in that position.
Pursuant to the merger, the payment obligations of Cell Genesys under its 3.125% convertible senior notes due 2011 and 2013, respectively, were assumed by BioSante. Prior to the merger, the 2011 and 2013 notes were convertible into common stock of Cell Genesys at a conversion price of $9.10 and $0.68, respectively, and upon the merger, pursuant to the indentures governing those notes, the 2011 and 2013 notes became convertible into common stock of BioSante at a conversion price of $49.78 and $3.72, respectively.
Source: BioSante Pharmaceuticals, Inc.