AnorMED determines that new Genzyme proposal could lead to superior
offer VANCOUVER, Oct. 4 /PRNewswire-FirstCall/ -- AnorMED Inc.
(NASDAQ:ANOR; TSX: AOM) said today it has received a proposal from
Genzyme Corporation (NASDAQ:GENZ) to increase its tender offer
price from US$8.55 per share in cash to a price in excess of
US$12.00 per share in cash to purchase through a wholly-owned
subsidiary all of the issued and outstanding common shares of
AnorMED. While Genzyme has proposed to increase its tender offer
price, it has not formally submitted a revised tender offer with a
specific price per share, and there can be no assurance that
Genzyme will ultimately do so. Genzyme's proposal and determination
of a final price are subject to satisfactory completion of a due
diligence review of AnorMED's material non-public information.
Genzyme proposes that any revised tender offer it may make will
meet the requirements of a competing superior proposal as specified
in the support agreement entered into between AnorMED and
Millennium Pharmaceuticals, Inc. (NASDAQ:MLNM) on September 26,
2006. Under the support agreement, AnorMED's Board of Directors
agreed to support a planned tender offer from Millennium to acquire
all of the outstanding common shares of AnorMED for a price of
US$12.00 per share in cash, including all common shares issuable on
the exercise of outstanding stock options. Kenneth Galbraith,
AnorMED's Chairman of the Board and Interim CEO, said, "We remain
focused on achieving maximum value for all our shareholders. We
continue to recommend the planned tender offer by Millennium as
offering fair and certain value for our shareholders. If we receive
a superior proposal from Genzyme or any other third party,
Millennium has the opportunity to match or exceed that superior
proposal." AnorMED's Board of Directors carefully considered the
Genzyme proposal based on information available, the recommendation
of the Board's Strategic Initiatives Committee, and in consultation
with its financial and legal advisors, all in the context of its
legal obligations under the support agreement with Millennium.
Subject to certain exceptions, the support agreement requires that
AnorMED's Board of Directors continues to recommend that
shareholders accept the planned tender offer by Millennium. The
support agreement provides the AnorMED Board the ability to
withdraw, modify or change its support regarding the Millennium
planned tender offer only in the instance that the Board receives a
competing 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 accepts a
superior proposal after Millennium decides not to match such
proposal, Millennium may be entitled to a payment of US$19.5
million from AnorMED. AnorMED's Board did not determine that the
Genzyme proposal is a superior proposal as defined in the support
agreement with Millennium. Accordingly, the Board continues to
recommend that shareholders accept the planned 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. However, the
Board did determine that the Genzyme proposal could reasonably be
expected to lead to a superior proposal for the purposes of its
support agreement with Millennium. According to the terms of the
support agreement, this determination allowed AnorMED to respond to
Genzyme's request to participate in the process previously
commenced by AnorMED in response to Genzyme launching its tender
offer on September 1, 2006. In the course of this process,
interested third parties were provided access to AnorMED's data
room and management prior to AnorMED entering into the support
agreement with Millennium. Following the Board's determination, and
subsequent discussions among AnorMED's legal and financial advisors
and representatives of Genzyme, AnorMED and Genzyme today entered
into a confidentiality agreement allowing Genzyme access to
AnorMED's data room and to management. In exchange for being
provided access to the Company's data room and management, Genzyme
has agreed to, with certain conditions, not commence a new tender
offer, or amend or extend the current tender offer except for the
following two exceptions: (i) a tender offer to acquire all of the
common shares of the Company where the price per common share in
cash is greater than U.S. $12.00 per common share; or (ii) an
extension of the current tender offer on its current terms other
than the expiration date being amended to until on or before
12:01am (Vancouver time) on October 23, 2006. Notwithstanding the
Board's determination and the terms of the confidentiality
agreement with Genzyme, there can be no assurance that Genzyme will
proceed with its proposal to increase its tender offer price or
that the Genzyme proposal will lead to a definitive agreement with
respect to the making of a superior proposal by Genzyme to
shareholders or at all. About the Tender Offers AnorMED has been
informed by Millennium that it will commence its formal tender
offer on or before October 6, 2006. As contemplated in the support
agreement, when the formal offer is commenced by Millennium,
AnorMED will file with the U.S. Securities and Exchange Commission
(the "SEC") and applicable securities commissions in Canada, a
Directors' Circular and Tender Offer Solicitation/Recommendation
Statement on Schedule 14D-9 that will contain important information
for shareholders to read, including the Board's recommendation
regarding the offer. The Directors' Circular will be available free
of charge on the SEC's website at http://www.sec.gov/, at
http://www.sedar.com/ or from AnorMED's Secretary at Suite 200 -
20353 64th Avenue, Langley, British Columbia, Canada V2Y 1N5;
telephone (604) 530-1057. Other reports filed by or furnished to
the SEC and applicable securities commissions in Canada by AnorMED
may be obtained free of charge at http://www.sec.gov/,
http://www.sedar.com/ or from AnorMED's Secretary. Update on the
Genzyme Offer The Board of Directors of AnorMED maintains its
unanimous recommendation for shareholders to reject the Genzyme
Offer of US$ 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 the Genzyme 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. The Directors'
Circular describes the reasons for the Board's recommendation that
shareholders reject the Genzyme Offer. Investors and shareholders
are strongly advised to read the Directors' Circular and Tender
Offer Solicitation/Recommendation Statement 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' Circular at http://www.sedar.com/
and the Tender Offer Solicitation/Recommendation Statement on
Schedule 14D-9 from the SEC website at http://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 http://www.sec.gov/,
http://www.sedar.com/ or from AnorMED's Secretary. More information
about AnorMED is available online at http://www.anormed.com/. YOU
SHOULD READ THE DIRECTORS' CIRCULAR OR TENDER OFFER
SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE GENZYME OFFER." 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. About Millennium Millennium Pharmaceuticals,
Inc., a leading biopharmaceutical company based in Cambridge,
Mass., markets VELCADE, a novel cancer product, and has a robust
clinical development pipeline of product candidates. The Company's
research, development and commercialization activities are focused
in two therapeutic areas: oncology and inflammation. By applying
its knowledge of the human genome, understanding of disease
mechanisms and industrialized drug discovery platform, Millennium
is developing an exciting pipeline of innovative product
candidates. The Company's website is http://www.millennium.com/.
FORWARD LOOKING STATEMENTS This news release contains
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995, and forward
looking information within the meaning of applicable securities
laws in Canada, (collectively referred to as "forward-looking
statements"). Statements, other than statements of historical fact,
are forward-looking statements and include, without limitation,
statements regarding the Company's strategy, future operations,
timing and completion of clinical trials, prospects and plans and
objectives of management. The words "anticipates", "believes",
"budgets", "could", "estimates", "expects", "forecasts", "intends",
"may", "might", "plans", "projects", "schedule", "should", "will",
"would" and similar expressions are often intended to identify
forward-looking statements, which include underlying assumptions,
although not all forward-looking statements contain these
identifying words. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific, that contribute to the
possibility that the predictions, forecasts, projections and other
things contemplated by the forward-looking statements will not
occur. We caution readers not to place undue reliance on these
statements as a number of important factors could cause our actual
results to differ materially from the beliefs, outlooks, plans,
objectives, expectations, anticipations, estimates and intentions
expressed in such forward-looking statements. Although our
management believes that the expectations represented by such
forward-looking statements are reasonable, there is significant
risk that the forward-looking statements may not be achieved, and
the underlying assumptions thereto will not prove to be accurate.
Forward-looking statements in this news release include, but are
not limited to, statements about: a planned tender offer by a
wholly-owned subsidiary of Millennium 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's Boards'
expectation that it will recommend that shareholders accept the
Millennium offer when it is commenced; AnorMED's Board's
expectation that it can withdraw, modify or change its support
regarding the Millennium planned tender offer if the Board receives
a competing superior proposal prior to the expiry of the Millennium
tender offer; the possibility that the Genzyme proposal could
reasonably be expected to lead to a superior proposal for the
purposes of AnorMED's support agreement with Millennium; Genzyme
conducting a due diligence review of AnorMED's material non-public
information and with AnorMED's management; AnorMED's expectation
that Millennium may be entitled to payment of US$19.5 million from
AnorMED if AnorMED's Board accepts a superior proposal that
Millennium decides not to match; AnorMED's plans to file a NDA for
marketing approval with the U.S. FDA in the second half of 2007,
and with Canadian and European regulators in 2008; AnorMED's
expectation that it will initiate clinical studies for MOZOBIL for
use as a chemosensitizer for treatment of leukemia patients; and
AnorMED's expectation that it can clinically develop its second
product, AMD070, now in Phase I/II clinical trials in HIV patients.
With respect to the forward-looking statements contained in this
news release, the Company has made numerous assumptions regarding,
among other things: Millennium's ability to complete a tender offer
for US$12.00 per share in cash for all of the outstanding common
shares of AnorMED, including all common shares issuable on the
exercise of outstanding stock options; AnorMED's Board's ability to
withdraw, modify or change its support regarding the Millennium
planned tender offer if the Board receives a competing superior
proposal prior to the expiry of the Millennium tender offer;
AnorMED's ability to pay Millennium US$19.5 million if AnorMED's
Board accepts a superior proposal that Millennium decides not to
match; Genzyme's ability to revise its offer to meet the
requirements of a competing superior proposal as specified in the
support agreement entered into between AnorMED and Millennium;
AnorMED's ability to file a NDA for marketing approval with the
U.S. FDA in the second half of 2007, and with Canadian and European
regulators in 2008; AnorMED's ability to initiate its clinical
studies for MOZOBIL for use as a chemosensitizer for treatment of
leukemia patients; and AnorMED's ability to clinically develop its
second product, AMD070, now in Phase I/II clinical trials in HIV
patients. The foregoing list of assumptions is not exhaustive.
Actual results or events could differ materially from the plans,
intentions and expectations expressed or implied in any forward
looking statements, including the underlying assumptions thereto,
as a result of numerous risks, uncertainties and other factors
including: Millennium may not have the ability to, among other
things, complete a tender offer for US$12.00 per share in cash for
all of the outstanding common shares of AnorMED, including all
common shares issuable on the exercise of outstanding stock
options; AnorMED's Board may withdraw, modify or change its support
regarding the Millennium planned tender offer if the Board receives
a competing superior proposal prior to the expiry of the Millennium
tender offer; AnorMED's Board may not receive a superior competing
proposal prior to the expiry of a Millennium tender offer; there
can be no assurance that the Genzyme proposal will lead to a
definitive agreement with respect to the making of a superior
proposal by Genzyme to shareholders; AnorMED may not have the
ability to pay Millennium US$19.5 million if AnorMED's Board
accepts a superior proposal that Millennium decides not to match;
AnorMED may not have the ability to file a NDA for marketing
approval with the U.S. FDA in the second half of 2007, and with
Canadian and European regulators in 2008; AnorMED may not have the
ability to initiate its clinical studies for MOZOBIL for use as a
chemosensitizer for treatment of leukemia patients; AnorMED may not
have the ability to clinically develop its second product, AMD070,
now in Phase I/II clinical trials in HIV patients; AnorMED may not
be able to develop and obtain regulatory approval for MOZOBIL in
stem cell transplant indications and any future product candidates
in its targeted indications; AnorMED may not be able to establish
marketing and sales capabilities for launching MOZOBIL in stem cell
transplant indications; the costs of any future products in
AnorMED's targeted indications may be greater than anticipated;
AnorMED relies on third parties for the continued supply and
manufacture of MOZOBIL; AnorMED may face unknown risks related to
intellectual property matters; and AnorMED may face competition
from other pharmaceutical or biotechnology companies. Although we
have attempted to identify the forward-looking statements, the
underlying assumptions, and the risks, uncertainties and other
factors that could cause actual results or events to differ
materially from those expressed or implied in the forward-looking
statements, there may be other factors that cause actual results or
events to differ from those expressed or implied in the
forward-looking statements. In addition to the forward-looking
statements and associated risks set out in this news release,
investors and shareholders are strongly advised to refer to the
additional assumptions and risks set out in the section entitled
"CAUTION REGARDING FORWARD-LOOKING STATEMENTS" in the Company's
Directors' Circular dated September 5, 2006, available free of
charge at http://www.sedar.com/ or from AnorMED's Secretary. We
undertake no obligation to revise or update any forward-looking
statements as a result of new information, future events or
otherwise, after the date hereof, except as may be required by law.
CONTACT: Company Contact: Kenneth Galbraith, Chairman and Interim
CEO, Tel: (604) 889-5320; or Kim Nelson, Ph.D., Manager, Investor
Relations, Tel: (604) 532-4654, Email: ; Media Contact: Karen Cook,
James Hoggan & Associates, Tel: (604) 742-4252 or 739-7500,
Email: ; or Shafiq Jamal, Tel: (604) 742-4269, Email: . DATASOURCE:
AnorMED Inc. CONTACT: Company Contact: Kenneth Galbraith, Chairman
and Interim CEO, Tel: (604) 889-5320; or Kim Nelson, Ph.D.,
Manager, Investor Relations, Tel: (604) 532-4654, Email: ; Media
Contact: Karen Cook, James Hoggan & Associates, Tel: (604)
742-4252 or 739-7500, Email: ; or Shafiq Jamal, Tel: (604)
742-4269, Email: .
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