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Biotech / Medical : Biotech Stock Picking for Charity - 2006 -- Ignore unavailable to you. Want to Upgrade?

To: rkrw who wrote (488)	9/26/2006 10:31:43 AM
From: nigel bates	Respond to of 592

Right figure, wrong company... AnorMED agrees to support a planned tender offer of US$12 per share from Millennium Pharmaceuticals Tuesday September 26, 9:45 am ET VANCOUVER, Sept. 26 /PRNewswire-FirstCall/ - AnorMED Inc. (NASDAQ:ANOR - News; TSX: AOM - News) today announced its Board of Directors has entered into a support agreement with respect to a planned tender offer by a wholly-owned subsidiary of Millennium Pharmaceuticals, Inc. (NASDAQ:MLNM - News) under which Millennium would acquire all of the outstanding common shares of AnorMED, including all common shares issuable on the exercise of outstanding stock options, for US$12.00 per share in cash. AnorMED said its Board of Directors, with the assistance of its legal and financial advisors: i) determined that the planned Millennium offer is fair to all shareholders, ii) approved the support agreement with Millennium and iii) agreed to recommend that shareholders accept the Millennium offer on the terms contemplated by the support agreement when the offer is formally commenced. The planned tender offer by Millennium represents a 21% premium to the closing price of AnorMED's common shares on September 25, 2006, and a 40% premium to the unsolicited tender offer commenced by Genzyme Corp. (NASDAQ:GENZ - News) on September 1, 2006. The support agreement also provides the AnorMED Board with the ability to withdraw, modify or change its support regarding a Millennium tender offer if the Board receives a superior competing proposal prior to the expiry of a Millennium tender offer. Millennium has the right to match any such superior proposal made by another bidder. If AnorMED's Board accepts a superior proposal after Millennium decides not to match such proposal, Millennium will be entitled to a payment of US$19.5 million from AnorMED. Goldman, Sachs & Co. acted as exclusive financial advisor to AnorMED. Kenneth Galbraith, Chairman of the Board and Interim Chief Executive Officer of AnorMED, said, "In the three weeks since the launch of the unsolicited tender offer by Genzyme, we have conducted an open, timely, competitive process to consider strategic alternatives that would provide greater value for shareholders than the unsolicited tender offer by Genzyme at US$8.55 per common share." "We believe that the planned tender offer by Millennium will provide our shareholders with an immediate and certain value for their investment in AnorMED," added Galbraith. Both AnorMED's largest shareholder and its Chairman, who collectively hold approximately 21.5% of the outstanding common shares of AnorMED, on a fully diluted basis, have entered into agreements with Millennium to tender their shares to Millennium's bid when it is commenced, subject to their ability to withdraw such support in the event of a superior competing proposal prior to the expiry of a Millennium tender offer. Completion of the tender offer is subject to certain customary conditions, including shareholders tendering at least 66 2/3 percent of the outstanding common shares, on a fully-diluted basis and the receipt of certain regulatory approvals. When the formal offer is commenced by Millennium, AnorMED will file with the U.S. Securities and Exchange Commission (the "SEC") and applicable securities commissions in Canada, a Directors' Circular and Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 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.