Cellegy Pharmaceuticals Announces Signing of Definitive Merger...(ng share of Adamiscommon stock will be c...)

Date:2/12/2008

ng 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. Adamis currently has approximately 50 million outstanding shares of common stock, excluding options, warrants and convertible securities.

In connection with the signing of the merger agreement, Cellegy also provided a loan to Adamis in the amount of $500,000 to provide additional funds to Adamis during the pendency of the merger transaction.

The companies anticipate that in connection with the closing of the transaction, directors selected by Adamis would assume a majority of the positions on the combined company's board of directors. Richard C. Williams, Cellegy's Chairman and Interim Chief Executive Officer, and current Cellegy directors John Q. Adams and Robert B. Rothermel are expected to continue as directors of the combined company.

The merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended.

About Cellegy

Cellegy Pharmaceuticals is a specialty biopharmaceutical company that specializes in women's health. Savvy(R) (C31G vaginal gel), a microbicide gel product for contraception, is currently undergoing Phase 3 clinical studies in the United States for contraception.

About Adamis

Adamis is a specialty pharmaceutical company engaged in the research, development and commercialization of prescription medicines for the treatment of viral infections, including influenza. Adamis also markets several prescription allergy and respiratory products in the United States and is developing additional product candidates in the allergy and respiratory field. Adamis also owns a specialty packaging company that provides packaging for pharmaceutical and nutrac
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SOURCE Cellegy Pharmaceuticals, Inc. Copyright©2008 PR Newswire. All rights reserved

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