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Biotech / Medical : Millennium Pharmaceuticals, Inc. (MLNM) -- Ignore unavailable to you. Want to Upgrade?

To: tuck who wrote (2735)	10/10/2006 10:52:46 AM
From: tom pope	Respond to of 3044

Perhaps the market thinks MLNM will do something stupid and top GENZ?

To: tuck who wrote (2735)	10/11/2006 4:26:13 AM
From: nigel bates	Respond to of 3044

A little more detail (I always enjoy contested bids, & we don't get many in biotech)... AnorMED announces receipt of proposal from Genzyme Corporation Tuesday October 10, 11:30 pm ET VANCOUVER, Oct. 10 /PRNewswire-FirstCall/ - AnorMED Inc. (NASDAQ:ANOR - News; TSX:AOM - News) announced today that it has received a proposal from Genzyme Corporation (NASDAQ:GENZ - News), acting through its wholly owned subsidiary, Dematal Corp. ("Genzyme"), to acquire all of the outstanding shares of AnorMED by amending the bid price of its existing tender offer from US$8.55 to US$13.50 per share. Genzyme's proposal indicates that the transaction would be fully financed from its existing cash and that the transaction is not subject to any financing contingency or financing arrangements. Genzyme's proposal is conditioned upon (1) AnorMED determining that Genzyme's proposal constitutes a "superior proposal" (as such term is used in AnorMED's support agreement with Millennium Pharmaceuticals, Inc. ("Millennium") (NASDAQ:MLNM - News)) and notifying Millennium of that determination on or prior to 4:00 p.m. (Vancouver time) on Wednesday, October 11, 2006, and (2) AnorMED executing a support agreement with Genzyme on or prior to 5:30 p.m. (Boston time) on Tuesday, October 17, 2006. Genzyme has requested certain non public information provided by AnorMED to Millennium in connection with the Millennium support agreement. Genzyme has indicated that its proposal contemplates that no new materially adverse information regarding AnorMED is disclosed to Genzyme in such information. Genzyme has provided to AnorMED a proposed form of support agreement, which Genzyme indicates is substantially the same as the support agreement AnorMED entered into with Millennium. Genzyme's proposed support agreement contemplates that Genzyme would enter into shareholder support agreements with Kenneth Galbraith, AnorMED's Chairman and Interim Chief Executive Officer, and the Baker Brothers' affiliates. AnorMED intends to review Genzyme's proposal and have its Board of Directors determine, after receiving the advice of its financial and legal advisors, whether or not Genzyme's proposal constitutes a "superior proposal" under the Millennium support agreement. As part of this process, AnorMED is reviewing the differences between the support agreement proposed by Genzyme and the existing Millennium support agreement. Certain of these differences may be considered by AnorMED's Board of Directors to be substantial. Changes to the proposed support agreement with Genzyme may be considered necessary by AnorMED's Board of Directors in the current circumstances for Genzyme's proposal to be a superior proposal, to ensure that the Board of Directors is protecting shareholder interests and to maximize shareholder value. Under the terms of the Millennium support agreement, AnorMED can withdraw, modify or change its support regarding the Millennium tender offer, or approve, recommend or enter into an agreement in respect of a superior proposal, only in the instance that its Board of Directors receives a superior proposal prior to the expiry of the Millennium tender offer. Millennium is entitled to not less than three business days from the date of notice from AnorMED of the superior proposal to exercise its right to match such superior proposal. 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's Board of Directors has not determined that the Genzyme proposal is a superior proposal as defined in the Millennium support agreement. Accordingly, AnorMED's Board of Directors continues to recommend that shareholders accept the tender offer by Millennium to acquire all of the outstanding common shares of AnorMED for a price of US$12.00 per share in cash. AnorMED's Board of Directors maintains its unanimous recommendation for shareholders to reject Genzyme's tender offer of US$8.55 per common share in cash and not to tender their common shares to Genzyme. If shareholders have already tendered their common shares to Genzyme's tender offer, the Board of Directors recommends that shareholders withdraw them immediately. For assistance in withdrawing their common shares, shareholders are urged to contact their broker or Kingsdale Shareholder Services Inc. at toll free 1-866-639-3460. 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....