EXCERPTS from the numerous filings : On June 29, 2009, BioSante and Cell Genesys entered into a merger agreement . The merger agreement provides that upon the terms and subject to the conditions set forth in the merger agreement , Cell Genesys will merge with and into BioSante , with BioSante as the surviving corporation.
As a result of the merger , each share of Cell Genesys common stock held immediately prior to the effective time of the merger will be converted into 0.1615 of a share of BioSante common stock , subject to potential upward or downward adjustment , in accordance with a formula set forth in the merger agreement which is based on Cell Genesys’s net cash , less certain expenses and liabilities , on a date 10 calendar days preceding the anticipated closing date of the merger . As a result of the merger , BioSante will issue an aggregate of approximately 17.7 million shares of BioSante common stock to holders of Cell Genesys common stock and current BioSante stockholders will own approximately 60.4 percent of the outstanding common stock of the combined company and current Cell Genesys stockholders will own approximately 39.6 percent of the outstanding common stock of the combined company , assuming the 0.1615 exchange ratio is not adjusted and the number of outstanding shares of BioSante and Cell Genesys common stock remains unchanged until immediately prior to the effective time of the merger .
Continued excerpts :
.......as substantially all of the operations of Cell Genesys have ceased prior to entering into the merger agreement .
My opinion : Nasty , nasty , nasty !!!
Renee
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