BioSante Pharmaceuticals, Inc. Sends Letter Urging Stockholders to Vote
“FOR” Proposed Merger with ANI Pharmaceuticals, Inc.
LINCOLNSHIRE, Ill. -- March 19, 2013
BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) today sent a letter to
stockholders in connection with its proposed merger with ANI Pharmaceuticals,
Inc. recommending that BioSante stockholders vote “FOR” the proposed merger.
The letter highlights the significant benefits to BioSante stockholders of the
value of the proposed merger and the importance of promptly delivering a vote
“FOR” the merger.
The full text of the letter follows:
March 19, 2013
Dear Fellow Stockholder:
Last Friday March 15, 2013, BioSante adjourned until April 12, 2013 its
special meeting of stockholders to vote on the proposed merger of BioSante
with ANI Pharmaceuticals, Inc. The votes received to date have been voted
overwhelmingly in favor of the merger. We believe that most of you recognize
the benefits of our proposed merger with ANI. We are concerned, however, that
many of you may not realize how important your individual vote is to approving
We encourage all BioSante stockholders to read the definitive joint proxy
statement/prospectus for a detailed discussion of ANI, the proposed merger,
the merger agreement and the process that led to the proposed merger. In
addition, we have prepared the following answers to the most common questions
posed by BioSante stockholders regarding the proposed merger and stockholder
Why does it make sense for BioSante to merge?
The BioSante board of directors strongly believes that the proposed merger
with ANI is the best alternative for BioSante stockholders. If the merger
isn’t approved, BioSante will remain a stand-alone company and will still need
to address the issues and risks that led it to propose the merger with ANI in
the first place. The BioSante board of directors believes that the merger
would create more value for BioSante stockholders in the long-term than
BioSante could create as an independent, stand-alone company.
BioSante solely on its own has expended significant time and resources with
respect to LibiGel®. However, LibiGel® cannot be marketed or sold until FDA
approval is obtained and the efficacy data collected in BioSante’s two
efficacy trials and its safety study are not adequate to enable BioSante to
seek or obtain that approval. BioSante would need substantial additional
funding to conduct the needed additional efficacy trials.
Why merge with ANI?
ANI is led by a highly experienced management team focused on revenue growth
and profitability. By commercializing a variety of branded and generic
products, ANI reduces risk for the company and its stockholders. ANI owns two
pharmaceutical manufacturing plants which enable management to control costs
and compete more effectively. These plants have specialized capabilities which
allow ANI to focus on developing niche products with fewer competitors.
Although other merger proposals were entertained by BioSante prior to entering
into the merger agreement with ANI, the BioSante board of directors believes
that the merger with ANI is the best option for BioSante stockholders.
Why did the BioSante board of directors adjourn the stockholders’ meeting to
give stockholders more time to vote?
Over 60% of BioSante’s shares weren’t voted at all on the merger. Since the
average BioSante stockholder owns about 750 shares, every stockholder’s vote
counts, including yours.
Why should I bother to vote for the merger?
You should vote in favor of the merger because it is the best alternative
available for BioSante stockholders. You will retain a right to benefit from
LibiGel®, both through contingent value rights (CVRs), and through your
ownership in the merged company. At the same time, you will have an ownership
interest in ANI.
The BioSante board of directors has determined that the merger is in the best
interests of the BioSante stockholders and unanimously recommends that
BioSante stockholders vote “FOR” 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 BioSante board of directors unanimously recommends that
stockholders vote “FOR” the adoption of the merger agreement and all related
matters being submitted to a vote of BioSante stockholders.
Three leading independent proxy advisory firms, ISS Proxy Advisory Services,
Glass, Lewis & Co. and Egan-Jones Proxy Services, have recommended votes FOR
the merger. None of these recommendations was solicited by BioSante or ANI,
and no fees were paid by BioSante or ANI to any of these companies.
The special meeting has been adjourned to give BioSante stockholders
additional but limited time to consider the merger proposal and to VOTE
PROMPTLY their shares. In addition to calling 800-357-9167, you also may vote
in one of the following ways:
*Over the phone, by calling 1-800-690-6903 and using touch tone to deliver
voting instructions (note that you will need your control number on your
*Via the Internet at www.proxyvote.com (note that you will need your
control number on your proxy card)
*By mail, by promptly returning your enclosed proxy card.
If your broker has asked you for voting instructions on the merger proposal
and you have not responded or failed to deliver instructions to your broker on
how it should vote your shares, your failure to give instructions is the same
as a vote “AGAINST” the merger. The BioSante board of directors urges you to
promptly return voting instructions to your broker or promptly vote “FOR” the
merger proposal by calling 1-800-690-6903 or going online at www.proxyvote.com
or returning your completed proxy card. Alternatively, you may call (800)
357-9167 to vote your shares.
The Proposed BioSante/ANI Merger is the Best Alternative for BioSante
The proposed merger of BioSante and ANI is the best alternative for BioSante
stockholders. If holders of a majority of BioSante common stock do not vote
“FOR” the merger proposal, BioSante will remain a stand-alone company and will
need to address the same financial and strategic issues and risks that led it
to propose the merger with 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. Mr. Przybyl has expressed to us the strong belief of the
entire ANI management team that by merging with BioSante it can create value
for all stockholders. We and they believe that the combined strengths of our
two companies will be a powerful accelerant to growth.
The BioSante board of directors URGES you to vote promptly “FOR” the proposed
merger. The time needed to vote is short and you can provide your vote easily
by phone, over the Internet or by mail. If you have received a request for
voting instructions from your broker, we urge you promptly to provide those
instructions-- if you do not, it is the same as a vote “AGAINST” the proposed
merger. The new voting deadline is midnight, Eastern Time, on April 11, 2013.
On behalf of your board of directors, we thank you for your continued support.
/s/ Louis W. Sullivan, M.D.
Chairman of the Board
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 (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 more value than either company could
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.
To the extent any statements made in this communication 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
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
For more information about BioSante, please contact:
Phillip B. Donenberg
(847) 478-0500 ext. 120
For more information about ANI, please contact:
Arthur S. Przybyl
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