AnorMED rejects unsolicited approach from Genzyme
Wednesday August 30, 5:34 am ET
Considers Genzyme Proposal Undervalued
VANCOUVER, Aug. 30 /PRNewswire-FirstCall/ - AnorMED Inc. ("AnorMED" or the "Company") (AMEX:AOM - News; TSX:AOM - News) today announced that its Board of Directors has unanimously rejected an unsolicited approach from Genzyme Corporation ("Genzyme"), to purchase all of the issued and outstanding common shares of AnorMED for U.S. $8.55 per share in cash.
A special advisory committee of the Board of AnorMED has been established to review, consider and evaluate strategic alternatives available to the Company. The Strategic Initiatives Committee is chaired by Dr. Joseph Dougherty and includes Mr. Kenneth Galbraith, Dr. William Hunter and Dr. Felix Baker. In consultation with its financial and legal advisors, the Strategic Initiatives Committee thoroughly reviewed, considered and evaluated the Genzyme approach in the context of the current strategic direction of the Company and its existing business plan, as well as other strategic alternatives available to the Company.
Following a thorough review by the Strategic Initiatives Committee, the Board indicated its willingness to negotiate with Genzyme by presenting a counter proposal that the Company believes truly reflects both the Company's stand-alone prospects and the potential strategic value of the Company to Genzyme. Genzyme has indicated its intention to forego further discussions and make an offer directly to shareholders that the Company believes will not reflect the full value of the Company.
Dr. Joe Dougherty, Chairman of the Strategic Initiatives Committee said, "Members of the Board are unanimous in believing that the Genzyme approach fails to recognize the Company's ability to create value for shareholders by achieving clinical and commercialization milestones for its lead product MOZOBIL in stem cell transplants and as a chemosensitizer, and its second clinical stage product, AMD070 for the treatment of HIV."
"Based on the recommendations of the Strategic Initiatives Committee, the Board of Directors of AnorMED is committed to considering all proposals that provide shareholders with appropriate consideration for the likely increase in value from the achievement of its business milestones," said Kenneth Galbraith, Chairman of the Board and Interim Chief Executive Officer of AnorMED.
AnorMED is committed to pursuing all reasonable avenues to achieve and maximize shareholder value either as an independent entity or as part of a larger company that recognizes the value of the Company. AnorMED has retained Goldman, Sachs & Co. as its exclusive financial advisor to assist the Strategic Initiatives Committee and the Board in evaluating the proposal from Genzyme and any other proposals that may be made, and to develop other strategic or financial alternatives for maximizing shareholder value in the context of the current strategic direction of the Company and its existing business plan.
The Strategic Initiatives Committee has also recommended that the Board of Directors of AnorMED adopt and implement a Shareholders' Rights Plan. The purpose of a Rights Plan is to ensure that the Company has sufficient time to properly develop and pursue all alternatives to maximize the value for AnorMED's shareholders. The Rights Plan will be subject to the approval of the Toronto Stock Exchange.
If and when a formal offer is received from Genzyme, AnorMED will file with the U.S. Securities and Exchange Commission (the "SEC") and applicable securities commissions in Canada, a Directors' Circular that will contain important information for shareholders to read, including the Board's recommendation regarding the offer. The Directors' Circular will be available free of charge on the SEC's website at www.sec.gov, at www.sedar.com or from AnorMED's Secretary at Suite 200 - 20353 64th Avenue, Langley, British Columbia, Canada V2Y 1N5; telephone (604) 530-1057. Other reports filed by or furnished to the SEC and applicable securities commission in Canada by AnorMED may be obtained free of charge at www.sec.gov, www.sedar.com or from AnorMED's Secretary.
Upcoming product announcements
AnorMED expects to release by the second quarter of 2007, top-line data from two pivotal Phase III studies for the use of MOZOBIL in cancer patients undergoing stem cell transplantation. Based on successful results of these studies, the Company plans to file a new drug application (NDA) for marketing approval with the United States Food and Drug Administration by the fourth quarter of 2007 and with Canadian and European regulators in 2008. Additional data relating to MOZOBIL is expected to be presented at the American Society of Hematology ("ASH") meeting scheduled to be held in Orlando, Florida from December 9 to 13, 2006.
In the next few months, the Company also expects to initiate clinical studies for MOZOBIL for use as a chemosensitizer for treatment of leukemia patients. In February 2007, the Company expects to present updated clinical data on the development of AMD070 in HIV patients at the Conference on Retoviruses and Opportunistic Infections ("CROI") scheduled to be held in Los Angeles, California.
About AnorMED Inc.
AnorMED is a chemistry-based biopharmaceutical company focused on the discovery, development and commercialization of new therapeutic products in the areas of hematology, oncology and HIV, based on the Company's research into chemokine receptors.
The Company's product pipeline includes MOZOBIL, currently in pivotal Phase III studies in cancer patients undergoing stem cell transplants; AMD070, currently in proof of principle Phase I/II studies in HIV patients; and several novel classes of compounds in pre-clinical development that target specific chemokine receptors known to be involved in a variety of diseases. |
