I'm not seeing a bump. Millenium has three days (business days?) to respond. If no response, maybe then we get a bump:
>>VANCOUVER, Oct. 11 /PRNewswire-FirstCall/ - AnorMED Inc. ("AnorMED" or "the Company") (NASDAQ:ANOR - News; TSX:AOM - News) announced that it today received an irrevocable offer from Genzyme Corporation (NASDAQ:GENZ - News) and its wholly owned subsidiary, Dematal Corp., to enter into the agreed upon form of support agreement whereby Dematal will, subject to certain conditions, amend its tender offer to acquire all of the outstanding shares of AnorMED by, among other things:
increasing the price offered from US$8.55 per share to US$13.50 per share; and extending the expiry date to November 1, 2006.
Genzyme and Dematal have agreed to enter into the support agreement prior to the earlier of (i) 5:30 p.m. (Boston time) on October 17, 2006 and (ii) 12 hours following the termination of AnorMED's support agreement with Millennium Pharmaceuticals, Inc. (NASDAQ: MLNM - News). This obligation is conditional upon the prior satisfaction of certain conditions, including: AnorMED not being in breach of any of the covenants, representations and warranties in the support agreement, no material adverse change (as defined) having occurred, and shareholder support agreements having been entered into with Kenneth Galbraith, the Chairman and Interim Chief Executive Officer of AnorMED and the Baker Bros. affiliates.
"Our Board of Directors, in consultation with its Strategic Initiatives Committee and the advice of our financial and legal advisors, and in accordance with our support agreement with Millennium, has determined that Genzyme's and Dematal's proposal is a superior proposal", said Kenneth Galbraith, AnorMED's Chairman of the Board and Interim CEO. "Millennium now has three days to determine whether or not to match or exceed the Genzyme proposal. If they match or exceed the proposal, we will support Millennium's revised offer. If Millennium decides not to match Genzyme's proposal, then our Board will enter into the proposed form of support agreement negotiated with Genzyme."
Under the terms of the support agreement with Millennium, AnorMED may withdraw, modify or change its support regarding Millennium's October 5, 2006 tender offer of US$12.00 per share in cash, or approve, recommend or enter into an agreement in respect of a superior proposal, only if AnorMED's Board of Directors receives a superior proposal prior to the expiry of the Millennium tender offer. Millennium has the right to match any such superior proposal made by another bidder. If AnorMED's Board of Directors accepts a superior proposal after Millennium decides not to match such a proposal, Millennium may be entitled to a payment of US$19.5 million from AnorMED.
AnorMED has notified Millennium of its Board's determination that Genzyme's and Dematal's offer is a superior proposal. AnorMED has given Millennium three business days' advance notice as required pursuant the terms of the support agreement prior to the taking of any action by AnorMED's Board of Directors to withdraw, modify or change its recommendation regarding Millennium's tender offer and to approve or recommend or enter into an agreement in respect of Genzyme's and Dematal's offer. Millennium has until such time to make adjustments to the terms and conditions of its support agreement with AnorMED and to its tender offer to enable Millennium to proceed with its tender offer. AnorMED's Board of Directors is required to review any proposal by Millennium to amend its tender offer in order to determine, after receiving the advice of its financial and outside legal advisors, whether Millennium's proposal to amend its offer would result in Genzyme's proposal no longer being a superior proposal.
On September 5, 2006, AnorMED filed with the United States and Canadian securities regulatory authorities a Directors' Circular and Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in which AnorMED's Board of Directors recommended that shareholders reject the September 1, 2006 unsolicited offer from Dematal Corp., a wholly-owned subsidiary of Genzyme Corporation. On October 5, 2006, AnorMED filed with the United States and Canadian securities regulatory authorities a Directors' Circular and Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in which AnorMED's Board of Directors recommended that shareholders accept the October 5, 2006 offer from Sidney Acquisitions ULC, an indirect wholly-owned subsidiary of Millennium Pharmaceuticals, Inc. These Directors' Circulars describe the reasons for the Board's recommendation that shareholders reject the Genzyme Offer and accept the Millennium Offer. Investors and shareholders are strongly advised to read the Directors' Circulars and Tender Offer Solicitation/Recommendation Statements on Schedule 14D-9, as well as any amendments and supplements to those documents, because they contain important information. Investors and shareholders may obtain a copy of the Directors' Circulars at www.sedar.com and the Tender Offer Solicitation/Recommendation Statements on Schedule 14D-9 from the SEC website at www.sec.gov. Free copies of these documents can also be obtained by directing a request to 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 by AnorMED to the SEC and applicable securities commissions in Canada may also be obtained free of charge at www.sec.gov, www.sedar.com or from AnorMED's Secretary. More information about AnorMED is available online at www.anormed.com. YOU SHOULD READ THE DIRECTORS' CIRCULARS OR TENDER OFFER SOLICITATION/RECOMMENDATION STATEMENTS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE GENZYME OFFER AND MILLENNIUM OFFER.<<
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Cheers, Tuck |
