Cellegy Pharmaceuticals Announces Signing of Definitive Merger...(e a new specialtypharmaceutical company ...)

Date:2/12/2008

e a new specialty pharmaceutical company focused on the development and commercialization of therapeutic products for a variety of viral diseases, including influenza," said Mr. Williams, Cellegy's CEO. "We like the fact that in addition to technologies in development that we believe are promising, Adamis has allergy and respiratory products already being sold in the U.S. marketplace, and a contract packaging company that provides a source of current revenue and the potential for future revenue and income growth," said Mr. Williams.

"This merger allows us to fulfill our strategic objective of building a publicly traded company that combines biopharmaceutical research and development with the financial stability of a company producing immediate revenues from the sale of specialty pharmaceutical products and from the packaging of drugs for major pharmaceutical distributors. We believe the concept makes sense both financially and operationally," said Dr. Carlo.

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. If the transaction is approved by the stockholders, before the closing of the merger Cellegy will implement a reverse stock split of its common stock so that the outstanding Cellegy shares will be converted into a number of shares equal to the sum of 3,000,000 plus the amount of Cellegy's net working capital at the time of the closing of the merger divided by $0.50. It is estimated based on assumptions that the reverse split will be between 8.5 to 1 and 9.945 to 1. The actual amounts and percentages will depend on many factors, and actual amounts and percentages could be higher or lower. There are currently approximately 29.8 million outstanding Cellegy shares.

At the effective time of the merger, each outstandi
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SOURCE Cellegy Pharmaceuticals, Inc. Copyright©2008 PR Newswire. All rights reserved

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