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Cell Genesys, Inc. (CEGE) Commences Exchange Offer for $68.3 million Convertible Notes


5/26/2009 9:17:07 AM

SOUTH SAN FRANCISCO, Calif.--(BUSINESS WIRE)--Cell Genesys, Inc. (NASDAQ:CEGE) today announced that it has commenced an exchange offer (the “Exchange Offer”) to exchange all of the approximately $68.3 million aggregate principal amount of its outstanding 3.125% Convertible Senior Notes due November 1, 2011 (the “Existing Notes”). For each $1,000 principal amount of Existing Notes validly tendered, the holder thereof will receive (i) $500 in cash, plus accrued and unpaid interest on such $1,000 principal amount of Existing Notes, (ii) 205.8824 shares of Cell Genesys’ common stock, and (iii) $310 principal amount of Cell Genesys’ new 3.125% Convertible Senior Notes due May 1, 2013 (“New Notes”). If all holders of the Existing Notes tender into the Exchange Offer, the exchange is estimated to result in a cash expenditure of approximately $34.2 million plus approximately $0.2 million in accrued and unpaid interest, and the issuance of approximately 14.1 million new shares of common stock and approximately $21.2 million principal amount of New Notes. As of May 21, 2009, the Company had 91,809,651 shares of common stock outstanding.

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