NEW YORK, June 30, 2009 (GLOBE NEWSWIRE) -- Levi & Korsinsky ("L&K") is investigating the Board of Directors of Cell Genesys, Inc. ("Cell Genesys" or the "Company") (Nasdaq:CEGE) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to BioSante Pharmaceuticals, Inc. (Nasdaq:BPAX) ("BioSante"). Under the terms of the agreement, Cell Genesys stockholders will receive 0.1615 shares of BioSante common stock in exchange for each common share of Cell Genesys. Based on the closing price of BioSante common stock on June 29, 2009, the transaction is valued at approximately $0.347 per share or a total consideration of approximately $38 million.
After the proposed merger, it is expected that Stephen A. Sherwin, M.D., chairman and CEO of Cell Genesys, and John T. Potts, Jr., M.D., a current member of the Cell Genesys board, will join the board of the merged company.
The investigation concerns whether the Cell Genesys Board of Directors breached their fiduciary duties to Cell Genesys shareholders given that (i) the Company's shares traded at $0.77 as recently as May 7, 2009; (ii) at least one analysts has set a $2.00 price target for Cell Genesys shares; (iii) the average price of BioSante shares for the six-month period prior to the merger announcement is only $1.78; (iv) Cell Genesys' CEO and a director will have positions in the post-merger entity; and (v) the Cell Genesys Board of Directors agreed to a strict "no solicitation" provision and agreed to pay a $1,000,000 termination fee that will all but ensure no superior offer will ever be forthcoming.
The companies expect to consummate the transaction late third quarter or early fourth quarter of 2009, subject to customary closing conditions, including all necessary regulatory and stockholder approvals.
If you own common stock in Cell Genesys and wish to obtain additional information, please contact us at the number listed below or visit http://www.zlk.com/cege1.html.
Levi & Korsinsky has expertise in prosecuting investor securities litigation and extensive experience in actions involving financial fraud and represents investors throughout the nation, concentrating its practice in securities and shareholder litigation.