LYCOS RETRIEVER 
Cellegy Pharmaceuticals: Transactions
built 267 days ago
Adamis Pharmaceuticals Corporation entered into an agreement and plan of reorganization agreement to acquire Cellegy Pharmaceuticals, Inc. (OTCBB: CLGY) from SJ Strategic Investments, LLC and other investors in a reverse merger transaction on February 12, 2008. At the effective time of the merger, each outstanding share of Adamis common stock will be converted into the right to receive one post-reverse stock split share of Cellegy common stock, excluding in all cases dissenting shares, subject to cash payment in lieu of the issuance of fractional shares. Cellegy estimates that its stockholders will hold between approximately 4% to 6% of the total number of outstanding shares immediately after the merger and Adamis' stockholders are expected to hold in excess of 94% of the total number of outstanding shares of the combined companies. The combined company expects to continue to be publicly traded after completion of the merger, although under a different corporate name. The termination fee is $0.15 million. In connection with the signing of the merger agreement, Cellegy ... provided a loan to Adamis in the amount of $0.5 million to provide additional funds to Adamis during the pendency of the merger transaction.
Source:
Cellegy intends to file a registration statement and proxy statement in connection with the proposed transaction. Investors and stockholders are urged to read the registration statement and proxy statement when it becomes available because it will contain important information about the transaction. Additional information is ... available in a Report on Form 8-K filed by Cellegy relating to the transactions described in this press release. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, CELLEGY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain free copies of the registration statement and proxy statement and other relevant documents (when they become available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission's web site at: http://www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the Securities and Exchange Commission by Cellegy by contacting the persons identified below.
Source:
In connection with the signing of the merger agreement, Cellegy ... provided a loan to Adamis in the amount of $500,000 to provide additional funds to Adamis during the pendency of the merger transaction. Adamis's CEO, Dennis Carlo, is expected to become the CEO of the combined company.
Source:
The agreement contains a number of customary representations and warranties of the parties, covenants, conditions to closing, and Cellegy indemnification obligations. The agreement does not contain any financing contingencies on ProStrakan's obligation to close the transaction. The proceeds to be received by Cellegy at the closing are subject to reduction at the closing for certain transaction-related expenses of ProStrakan, and are subject to reduction after the closing for a period of time if ProStrakan successfully asserted indemnification claims based on breaches of Cellegy's representations, warranties and covenants made in the agreement.
Source:
MORE ABOUT
Transactions