BioSante Pharmaceuticals Announces Adjournment of Its Stockholders Meeting Until April 12, 2013

  BioSante Pharmaceuticals Announces Adjournment of Its Stockholders Meeting
  Until April 12, 2013

    BioSante Announces Approval and Declaration of Contingent Value Rights
                                 Distribution

             ANI Announces Approval of Merger by Its Stockholders

Business Wire

LINCOLNSHIRE, Ill. & BAUDETTE, Minn. -- March 15, 2013

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) and ANIP Acquisition Company
d/b/a ANI Pharmaceuticals, Inc. announced today that ANI stockholders have
approved the merger of ANI into BioSante, and that BioSante has adjourned its
stockholders meeting until April 12, 2013 to give BioSante stockholders
additional time to vote.

A majority of all outstanding shares of BioSante stock must vote in favor for
the merger to occur. As of March 15, 2013, 33% of the outstanding shares have
been voted in favor of the merger, which is short of the required majority. Of
those shares that have been voted on the merger, 84% have been voted in favor.
A total of approximately 15 million shares, however, have not been voted at
all with respect to the merger.

BioSante strongly encourages ALL stockholders to vote their shares for the
merger by calling (800) 357-9167. Each BioSante stockholder’s vote is critical
to the success of the merger whether the position be 100,000 shares or 100
shares.

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.

Dr. Louis W. Sullivan, chairman of the board of BioSante stated, “The votes
received to date have been voted overwhelmingly in favor of the merger with
ANI. We believe that most BioSante stockholders recognize the benefits of our
proposed merger with ANI. We are concerned, however, that many of them may not
realize how important their individual votes are to approving the merger. The
board of directors of BioSante unanimously approved this merger and we
continue to believe strongly that it is very much in the best interest of our
stockholders from a financial perspective.”

“In view of the vital importance of the merger to BioSante and its
stockholders, the board of directors of BioSante concluded it was appropriate
to adjourn the meeting and extend the voting period to allow BioSante
stockholders the opportunity to vote,” said Dr. Sullivan, chairman of the
board of BioSante.

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.

“The entire ANI management team strongly believes that by merging with
BioSante we can create value for all stockholders,” said Mr. Przybyl. “The
combined strengths of our two companies will be a powerful accelerant to
growth.”

BioSante also announced today that its board of directors has declared the
distribution of 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) to holders of BioSante
common stock and set the close of business on April 12, 2013, the date of the
adjourned special meeting of BioSante stockholders, as the record date with
respect to such distribution. The CVR distribution will be effected
immediately prior to, but contingent upon, completion of the merger.

The special meeting of BioSante stockholders will be reconvened at 8:00 a.m.,
Central Time, on April 12, 2013 at BioSante’s corporate office located at 111
Barclay Boulevard, Lincolnshire, Illinois 60069. BioSante stockholders are
encouraged to read the definitive joint proxy statement/prospectus 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.

The record date for the BioSante stockholders entitled to vote at the special
meeting remains January 17, 2013. Stockholders who already have given a proxy
or instructions to brokers do not need to re-cast their votes.

If the BioSante stockholders approve the merger, it is expected that the
merger will close as soon as practicable thereafter.

BioSante stockholders are reminded that their vote is important. A failure to
vote has the same effect as a vote against the adoption of the merger
agreement. Any BioSante stockholder who has not yet voted is urged to vote FOR
the adoption of the merger agreement and the transactions contemplated
thereby, as well as the other merger related proposals. 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) 478-5038
(international stockholders, please call +1(201) 806-7323).

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 significantly 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, a detailed discussion
of ANI, the proposed merger, the merger agreement and the process that led to
the proposed merger.

Forward-Looking Statements

To the extent any statements made in this 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 merger between BioSante and ANI, the
terms, timing, conditions to and anticipated completion of the proposed
merger, BioSante’s anticipated net cash and the anticipated ownership of the
combined company, 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
“anticipates,” “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 stockholders to approve the transaction,
the risk that BioSante’s net cash 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 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 www.sec.gov. 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
www.biosantepharma.com.

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
jurisdiction.

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Contact:

For more information about BioSante, please contact:
Phillip B. Donenberg
(847) 478-0500 ext. 120
info@biosantepharma.com
or
For more information about ANI, please contact:
Arthur S. Przybyl
(218) 634-3608
arthur.przybyl@anipharmaceuticals.com
 
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