BioSante Pharmaceuticals Provides Merger Update and Reports 2012 Financial Results

  BioSante Pharmaceuticals Provides Merger Update and Reports 2012 Financial

Business Wire

LINCOLNSHIRE, Ill. -- March 1, 2013

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) today provided an update on the
Company’s proposed merger transaction with ANI Acquisition Company d/b/a ANI
Pharmaceuticals, Inc. and reported on its cash balance as of December 31, 2012
and financial results for the year ended December 31, 2012.

Merger Update

The special meeting of BioSante’s stockholders to vote on the proposed merger
with ANI currently is scheduled to be held at 8:00 a.m., Central Time, at
BioSante’s corporate office located at 111 Barclay Boulevard, Lincolnshire,
Illinois 60069.

The required vote to approve the merger is a majority of the outstanding
shares of capital stock of BioSante. As of February 28, 2013, a significant
number of shares have not yet been voted. However, of those shares that have
been voted, 84.2% have been voted in favor of the merger proposal and 80.6%
have been voted in favor of the reverse split proposal required in order to
maintain the merged company’s NASDAQ Global Market listing. Each stockholder’s
vote is critical to the success of the merger whether the position be 100,000
shares or even 1,000 shares. BioSante encourages ALL stockholders to vote
their shares promptly by calling (800) 357-9167. This call should take less
than one minute. No confidential information will be required.

The board of directors of BioSante unanimously recommends that stockholders
vote “FOR” the adoption of the merger agreement and all related matters being
submitted to a vote of BioSante stockholders.

BioSante stockholders who need assistance in voting their shares or who have
questions regarding BioSante’s special meeting may contact The BioSante Proxy
Information Line toll-free at (800) 357-9167 or AST Phoenix Advisors at (877)

About the Proposed Merger

Under the terms of the merger agreement, if the proposed merger is completed,
ANI will merge with and into BioSante, with BioSante continuing as the
surviving company. The combined company that will result from the merger will
be a fully integrated specialty branded and generic pharmaceutical company
focused on developing, manufacturing and marketing branded and generic
prescription pharmaceuticals. BioSante and ANI both believe that the merger of
the two companies will be able to create more value than either company could
achieve individually. BioSante stockholders are encouraged to read the
definitive joint proxy statement/prospectus as it provides, among other
things, financial and other information regarding ANI.

Upon completion of the merger, the combined company will be renamed ANI
Pharmaceuticals, Inc. and 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.

Upon completion of the merger, BioSante will issue to ANI stockholders shares
of BioSante common stock such that the current ANI stockholders will own
approximately 53% of the combined company’s shares of common stock
outstanding, and the BioSante stockholders will own approximately 47%,
assuming BioSante’s net cash is $18.0 million as of the determination date.
The number of shares of BioSante common stock to be received by the ANI
stockholders is based on an exchange ratio that is subject to adjustment as
provided in the merger agreement based on BioSante’s “net cash,” as defined in
the merger agreement and generally consisting of BioSante’s cash and cash
equivalents less certain expenses and liabilities, as of a determination date
prior to the anticipated closing date of the merger.

In addition, immediately prior to the merger, BioSante plans to distribute to
its stockholders of record on March 15, 2013 contingent value rights (CVRs)
providing payment rights arising from a future sale, transfer, license or
similar transaction(s) involving LibiGel.

BioSante stockholders are encouraged to read the definitive joint proxy
statement/prospectus in its entirety as it provides, among other things, a
detailed discussion of the proposed merger, the merger agreement and the
process that led to the proposed merger.

Financial Update

As of December 31, 2012, the Company’s cash and cash equivalents were
approximately $34.8 million and convertible senior notes payable on May 1,
2013 were approximately $8.3 million. BioSante incurred a net loss of
approximately $27.7 million or $(1.27) per share for the year ended December
31, 2012, compared to a net loss of $51.6 million or $(3.15) per share for the
year ended December 31, 2011. The decrease in the net loss was due primarily
to lower clinical development expenses for LibiGel^® (testosterone gel) during
2012 as a result of the conclusion of all current LibiGel clinical studies.

About BioSante Pharmaceuticals, Inc.

BioSante’s corporate strategy is to develop high value medically-needed
pharmaceutical products and to implement strategic alternatives with respect
to its products and its company, including licenses, business collaborations
and other business combinations or transactions with other pharmaceutical and
biotechnology companies. BioSante’s products include LibiGel^® (transdermal
testosterone gel) for the treatment of female sexual dysfunction (FSD),
specifically hypoactive sexual desire disorder (HSDD), which is in Phase III
development. BioSante’s other products include an FDA-approved testosterone
gel for male hypogonadism, which is licensed to Teva Pharmaceuticals USA,
Inc., and the Pill-Plus™, an oral contraceptive in Phase II clinical
development by Pantarhei Bioscience B.V. BioSante’s first FDA-approved
product, Elestrin™ (estradiol gel) indicated for the treatment of hot flashes
associated with menopause, is marketed in the U.S. by Meda Pharmaceuticals,
BioSante’s licensee.

Forward-Looking Statements

To the extent any statements made in this news release deal with information
that is not historical, these are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements about the proposed transaction between BioSante and
ANI, the terms, timing, conditions to and anticipated completion of the
proposed transaction, the expected ownership of the combined company and the
composition of the combined company’s board of directors and management team;
the anticipated distribution to BioSante stockholders of contingent value
rights (CVRs) immediately prior to the merger and the terms, timing and value
of such CVRs, the potential benefits of the proposed transaction to the
BioSante and ANI stockholders, the combined company’s plans, objectives,
expectations and intentions with respect to future operations and products,
the anticipated financial position, operating results and growth prospects of
the combined company and other statements that are not historical in nature,
particularly those that utilize terminology such as “will,” “expects,”
“plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words
of similar meaning, derivations of such words and the use of future dates.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain. Uncertainties and risks may cause BioSante’s and
the combined company’s actual results to be materially different than those
expressed in or implied by such forward-looking statements. Particular
uncertainties and risks include, among others, the failure of the BioSante or
ANI stockholders to approve the transaction, the risk that BioSante’s net cash
at closing will be lower than currently anticipated or the failure of either
party to meet the other conditions to the closing of the transaction; delays
in completing the transaction and the risk that the transaction may not be
completed at all; the failure to realize the anticipated benefits from the
transaction or delay in realization thereof; the businesses of BioSante and
ANI may not be combined successfully, or such combination may take longer, be
more difficult, time-consuming or costly to accomplish than expected;
operating costs and business disruption during the pendency of and following
the transaction, including adverse effects on employee retention and on
business relationships with third parties; the risk that the CVRs may not be
distributed prior to the completion of the merger or at all or may not be paid
out or result in any value to BioSante’s stockholders; general business and
economic conditions; the combined company’s need for and ability to obtain
additional financing; the difficulty of developing pharmaceutical products,
obtaining regulatory and other approvals and achieving market acceptance; the
marketing success of BioSante’s and the combined company’s licensees or
sublicensees. More detailed information on these and additional factors that
could affect BioSante´s actual results are described in BioSante´s filings
with the Securities and Exchange Commission, including its most recent annual
report on Form 10-K. All forward-looking statements in this news release speak
only as of the date of this news release and are based on BioSante´s current
beliefs and expectations. BioSante undertakes no obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.

Important Additional Information for Investors and Stockholders

This communication is being made in respect of the proposed merger between
BioSante and ANI and related matters involving BioSante and ANI. In connection
with the proposed transaction, BioSante has filed with the SEC and the SEC has
declared effective a registration statement on Form S-4, containing a joint
proxy statement/prospectus and other relevant materials. The final definitive
joint proxy statement/prospectus has been sent to the stockholders of BioSante
and ANI. Investors and security holders are urged to read the joint proxy
statement/prospectus (including any amendments or supplements) and other
documents filed with the SEC carefully in their entirety because they contain
important information about BioSante, ANI and the proposed transaction.

Investors and security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus and other documents filed
with the SEC by BioSante at the SEC’s web site at Free copies of
the registration statement and the joint proxy statement/prospectus and other
documents filed with the SEC also can be obtained by directing a request to
BioSante, Attention: Investor Relations, telephone: (847) 478-0500. In
addition, investors and security holders may access copies of the documents
filed with the SEC by BioSante on BioSante’s website at

BioSante and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction described in this release. Information regarding
BioSante’s directors and executive officers is available in BioSante’s annual
report on Form 10-K for the year ended December 31, 2012, which was filed with
the SEC on February 28, 2013. Investors and stockholders can obtain more
detailed information regarding the direct and indirect interests of BioSante’s
directors and executive officers in the proposed transaction by reading the
definitive joint proxy statement/prospectus.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such


BioSante Pharmaceuticals, Inc.
Laila Hermano, (847) 478-0500 ext. 120
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