Notable Mergers and Acquisitions of the Day 10/04: (BPAX) (MMM)/(AVY) (ZAZA) (CBAI)

• BioSante Pharmaceuticals (Nasdaq: BPAX) entered a merger deal with ANIP Acquisition Company d/b/a ANI Pharmaceuticals in an all-stock deal with BioSante as the surviving company.
  
  Under the terms of the agreement, upon completion of the merger, BioSante will issue to ANI stockholders shares of BioSante common stock such that the former ANI stockholders will own approximately 53 percent of the combined company’s shares outstanding, and the former BioSante stockholders will own approximately 47 percent, subject to adjustment as provided in the merger agreement. In addition, immediately prior to the merger, BioSante plans to distribute to its then current stockholders contingent value rights (CVR) providing payment rights arising from a future sale, transfer, license or similar transaction(s) involving BioSante’s LibiGel (female testosterone gel).
  
  
• After the market closed Wednesday, 3M (NYSE: MMM) and Avery Dennison Corp. (NYSE: AVY) announced termination of the definitive agreement under which 3M would have purchased Avery Dennison’s Office and Consumer Products business, the two companies announced today.
  
  
• ZaZa Energy Corporation (Nasdaq: ZAZA) said following an unsolicited request from an interested party, ZaZa has entered into an exclusivity agreement relating to the potential sale of ZaZa Energy France S.A.S.
  
  Todd A. Brooks, President and Chief Executive Officer, said, "We are pleased to have signed an exclusivity agreement to further vet the merits of a potential transaction for our conventional producing concessions in France. This effort is consistent with our strategic plan to focus our exploration efforts in the prolific Eagle Ford and Eaglebine resource plays in Texas, while strengthening our balance sheet and divesting non-core assets."
  
  There can be no assurance that a transaction will be reached, and ZaZa is under no obligation to announce developments unless and until an agreement has been reached.
  
  
• Cord Blood America, Inc. (Nasdaq: CBAI) entered into an Agreement on waiver of claims, Agreement on Purchase and Assignment of Claims, and Share Purchase Agreement with Medivision Betriebsgesellschaft mbH, along with additional parties as set forth in the Agreement, pursuant to which the Company sold its ownership stake in stellacure GmbH, a German company to Medivision, and whereby the transaction closed on September 28, 2012.
  
  Pursuant to the transaction, except for EUR 33,649.03, the Company waived repayment of its loan to stellacure in the principal amount of EUR 672,980.56 made under Section 6 of the March 24, 2010 Investment Agreement, and stellacure’s claims against the Company for the Company to pay stellacure the remaining amount under that loan agreement – $69,409.47 or approximately EUR 53,799− were discharged, as were any additional claims stellacure may have against the Company and vice versa. Additional details regarding the original terms of that loan, as well as payments made by the Company are set forth in detail in the Company’s previous SEC filings. Further pursuant to the transaction: the Company sold and assigned to Medivision the remaining loan amount − EUR 33,649.03 − and its corresponding rights and obligations; Medivision is to pay the Company EUR 33,649.03; and Medivision received the Company’s ownership interest in stellacure and paid the Company an additional EUR 51.00.
  
  The other minority shareholders, with the exception of the German Red Cross, sold their positions in stellacure to Medivision pro rata to the Company’s terms. A principal of Medivision was also a minority shareholder in stellacure prior to closure of the transaction.

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