BioSante Pharmaceuticals, Inc. 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
the merger.
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
vote:
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
proxy card)
* 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
Stockholders
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.
Sincerely,
/s/ Louis W. Sullivan, M.D.
Chairman of the Board
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