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Adamis Pharmaceuticals to buy Cellegy
Wednesday February 13, 12:09 pm ET

Adamis Pharmaceuticals Corp. entered into a definitive merger agreement Wednesday to acquire Cellegy Pharmaceuticals Inc.

Specific financial terms of the deal were not disclosed.

Cellegy (OTCBB:CLGY - News) of Quakertown, Pa., has been searching for a merger deal since selling most of assets in 2006 to Straken International Ltd. of Scotland for $9 million. Cellegy still holds the rights to Savvy, a microbicide gel for contraception that is in late-stage clinical testing.

Adamis of San Diego is a privately held specialty pharmaceuticals company focusing on developing new treatment for viral infections, including influenza. Adamis markets and sells a line of prescription products for a variety of allergy, respiratory disease and pediatric conditions.

The deal is expected to close during the second or third quarter of the year, subject to the filing of a registration statement and proxy statement with the Securities and Exchange Commission, the approval of Adamis' and Cellegy's stockholders and other customary closing conditions.

Under the terms of the deal, Cellegy will, before the closing, implement a reverse stock split estimated at 8.5-to-1 and 9.945-to-1. After the deal closes, 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.

As part of merger agreement, Cellegy also provided a $500,000 loan to Adamis.

Published February 13, 2008 by the Philadelphia Business Journal