ANI Pharmaceuticals, BioSante deal

The companies announced they will merge in a stock deal with BioSante remaining as the surviving entity. After the deal, which is expected to close next quarter, former ANI shareholders will own about 53% of the combined company, which will be renamed ANI Pharmaceuticals Inc. Additionally, BioSante shareholders will receive contingent value rights (CVR) related to the sale, transfer license or similar transaction relating to BioSante's LibiGel testosterone product candidate. BioSante said the total value of the CVRs will be up to a total of 66% of the net payments received by BioSante as a result of a LibiGel transaction and not exceed $40 million. In connection with the merger, the combined company will implement a reverse stock split at a ratio between 1:2 and 1:5.

The partners said the deal will combine BioSante's cash, licensing revenue and other assets with ANI's branded and generic pharmaceutical products and contract manufacturing operations. ANI, which also offers contract manufacturing services, generated 2011 net sales of $16 million. At June 30, BioSante had $42.4 million in cash and six-month royalty revenue of $222,780. BioSante receives royalties from Teva Pharmaceutical Industries Ltd. (NASDAQ:TEVA, Petah Tikva, Israel) for male hypogonadism drug Bio-T-Gel under a 2002 deal. The transdermal testosterone gel was approved in the U.S. in February. The boards of both companies have approved the deal, which is subject to shareholder approval from both companies. Oppenheimer acted as financial advisor and Oppenheimer Wolff & Donnelly acted as legal counsel to BioSante. SNR Denton advised ANI. ...