La Jolla Pharmaceutical enters into definitive merger agreement with Adamis Pharmaceuticals

Dec 8 2009

La Jolla Pharmaceutical Company (NASDAQ: LJPC) (“La Jolla”) today announced that it entered into a definitive merger agreement with Adamis Pharmaceuticals Corporation (“Adamis”) (OTCBB: ADMP) on December 4, 2009. Upon closing, the combined company will focus on the development and commercialization of therapeutic products for a variety of viral diseases, including hepatitis and influenza. Adamis recently launched a pre-filled Epinephrine syringe and is seeking to generate near-term revenue that can be used to support development efforts for product candidates representing larger market opportunities. It is anticipated that the merged company will be named Adamis Pharmaceuticals Corporation and be headquartered in San Diego, California.

Under the terms of the merger agreement, which were unanimously approved by the boards of directors of both Adamis and La Jolla, Adamis will be merged with and into a wholly-owned subsidiary of La Jolla. Immediately prior to closing, La Jolla will implement a reverse stock split; the precise ratio of the reverse stock split will be determined in accordance with the terms of the merger agreement and is dependent upon La Jolla’s net cash at closing and Adamis’s stock price prior to closing, subject to a variable discount (which in no event will such discount yield a stock price that is less than $0.20 or greater than $1.50). After the reverse stock split is effected, La Jolla will issue, and Adamis stockholders will receive, one share of La Jolla common stock for each outstanding share of Adamis stock. Currently approximately 46 million shares of Adamis common stock are outstanding. La Jolla estimates that after the closing of the merger, La Jolla stockholders would hold approximately 5% - 30% of the outstanding shares of the combined company, depending on the actual net cash at closing, the Adamis stock price and the number of Adamis shares outstanding at closing; actual ownership percentages may be higher or lower than these estimates. As a result of the transaction, the Adamis stockholders prior to the transaction will acquire a controlling interest in La Jolla.

Following the closing of the merger, it is expected that the management team and board of directors of the combined company will be appointed by Adamis. Dennis Carlo, the Chief Executive Officer of Adamis, will serve as the Chief Executive Officer of the combined company after the merger. Dr. Carlo is a veteran of the pharmaceutical and biotechnology industry. He previously served as CEO of publicly-traded Immune Response Corporation, Vice President of Research and Development and Therapeutic manufacturing of Hybritech Inc. prior to its acquisition by Eli Lilly & Co., and Director of Bacterial Vaccines and Immunology at Merck & Company. Dr. Carlo stated, “This merger is a strategic move to raise additional capital to enable increased marketing and sales efforts in support of our prefilled epinephrine syringe product, which we recently launched.” Based on La Jolla’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, La Jolla had cash and cash equivalents of approximately $5.8 million and liabilities of approximately $1.0 million. La Jolla estimates that it will have between $2.5 million and $3.0 million of “net cash” at the closing of the transaction, after accounting for all liabilities and transaction-related expenses.

Dr. Deirdre Y. Gillespie, La Jolla’s CEO, stated, “The merger will create a new specialty pharmaceutical company focused on the development and commercialization of therapeutic products for a variety of viral diseases, including hepatitis and influenza. We found the Adamis opportunity compelling given that, in addition to the prefilled epinephrine syringe, Adamis has a pipeline including products for allergic rhinitis, asthma, and chronic obstructive pulmonary disease. We think Adamis is unique in that it already has a product on the market and is expected to be profitable in the near term.”

Investors and security holders of La Jolla are urged to read the joint proxy statement/prospectus to be included in a registration statement filed on Form S-4 (including any amendments or supplements thereto) regarding the merger when it becomes available because it will contain important information about Adamis and La Jolla. La Jolla’s stockholders will be able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about Adamis and La Jolla, without charge, at the Internet website of the Securities and Exchange Commission (the “SEC”) (www.sec.gov). Copies of the joint proxy statement/prospectus and Adamis’s and La Jolla’s filings with the SEC can also be obtained, without charge, by directing a request to Adamis Pharmaceuticals Corporation, 2658 Del Mar Heights Road, #555, Del Mar, California 92014, Attention: Dennis Carlo, CEO, with respect to Adamis, and by directing a request to La Jolla Pharmaceutical Company, 4365 Executive Drive, Suite 300, San Diego, California 92121, Attention: Deirdre Gillespie, CEO, with respect to La Jolla.