CAMBRIDGE, Mass., July 2 /PRNewswire-FirstCall/ -- Genzyme Corporation
(Nasdaq: GENZ) announced today that it is waiving the condition to its
tender offer that it acquire at least 50 percent of the outstanding shares
of common stock of Bioenvision, Inc. (Nasdaq: BIVN) and that it is
extending the tender offer for all outstanding shares of common and
preferred stock of Bioenvision until 12:01 a.m. on July 10, 2007.
As of 12:01 a.m. this morning, Genzyme has received a preliminary
number of tenders representing approximately 26 percent of the outstanding
shares of Bioenvision on an as-converted basis, including shares tendered
by directors and senior executives of Bioenvision. The shares tendered
include approximately 20 percent of the outstanding shares of Bioenvision
common stock and 100 percent of the outstanding shares of preferred stock.
The preferred stock that has been tendered can be converted into common
stock at an approximately two-to-one ratio and carries with it several
additional features, including a separate class vote to approve any merger
or business combination of Bioenvision, as well as a separate class vote to
approve the authorization of any additional shares of Bioenvision common
stock. In addition to the separate class vote on a merger or share
authorization, the preferred stock votes together with the common stock on
such matters.
Under the merger agreement reached between Genzyme and Bioenvision on
May 29, 2007, Bioenvision remains obligated to pursue a merger with
Genzyme. Bioenvision's ability to terminate the merger agreement upon
receiving a superior proposal would expire upon Genzyme's acceptance of the
tendered shares. The process to hold a meeting to vote on the proposed
merger may take up to 60 days or longer. If the merger were not to close,
Genzyme would remain a significant common stockholder of Bioenvision and
hold all the preferred stock of the company, along with its attendant
rights, including the right to approve or disapprove any merger.
"We are proceeding with this transaction and expect that Genzyme will
purchase all Bioenvision shares tendered as of the new expiration date,"
stated Mark J. Enyedy, president of Genzyme Oncology, a business unit of
Genzyme Corporation. "We look forward to the remaining Bioenvision
shareholders tendering their shares and the vote on the proposed merger.
Regardless of the outcome of these transactions, we are committed to
playing an active and constructive role as a significant long-term
shareholder of Bioenvision in bringing these important therapies to
patients worldwide."
Genzyme agreed on May 29, 2007 to acquire Bioenvision in an all-cash
transaction valued at $5.60 per outstanding common share and $11.20 per
outstanding preferred share (plus accrued but unpaid dividends), or
approximately $345 million. Genzyme may elect to extend its offer again by
giving notice of such extension to Bioenvision shareholders, a copy of
which will be filed with the Securities and Exchange Commission and which
should also be made available through the Internet at http://www.sec.gov.
About Genzyme
One of the world's leading biotechnology companies, Genzyme is
dedicated to making a major positive impact on the lives of people with
serious diseases. Since 1981, the company has grown from a small start-up
to a diversified enterprise with more than 9,000 employees in locations
spanning the globe and 2006 revenues of $3.2 billion. Genzyme has been
selected by FORTUNE as one of the "100 Best Companies to Work for" in the
United States.
With many established products and services helping patients in nearly
90 countries, Genzyme is a leader in the effort to develop and apply the
most advanced technologies in the life sciences. The company's products and
services are focused on rare inherited disorders, kidney disease,
orthopaedics, cancer, transplant, and diagnostic testing. Genzyme's
commitment to innovation continues today with a substantial development
program focused on these fields, as well as immune disease, infectious
disease, and other areas of unmet medical need.
Important Information Regarding the Tender Offer
As of 12:01 a.m. on July 2, 2007, a preliminary total of approximately
11,140,630 shares of Bioenvision common stock and 2,250,000 shares of
Bioenvision preferred stock had been tendered and not withdrawn.
Bioenvision investors and security holders are urged to read the
disclosure documents filed with the Securities and Exchange Commission (the
"SEC") from time to time, including the tender offer statement filed on
June 4, 2007, as amended, regarding the tender offer by Genzyme's wholly
owned subsidiary, Wichita Bio Corporation, for all of the outstanding
shares of Bioenvision, Inc. Investors and security holders may obtain a
free copy of the disclosure documents and other documents filed by Genzyme
or Wichita Bio with the SEC at the SEC's website at http://www.sec.gov. In
addition, documents filed with the SEC by Genzyme or Wichita Bio may be
obtained free of charge from Genzyme by directing a request to Sally Curley
at (617)768-6140.
Safe Harbor Statement
This press release contains forward-looking statements, including the
statements regarding: expectations on the completion of the tender offer,
Genzyme's anticipated ownership stake in Bioenvision at the conclusion of
the tender offer and expectations on the timing and success of a merger
vote. These statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected in these
forward- looking statements. These risks and uncertainties include, among
others, the possibility that other closing conditions will not be met;
uncertainty regarding the Bioenvision shares that will be tendered as of
the new expiration date and that a merger vote may not be successful. We
caution investors not to place undue reliance on the forward-looking
statements contained in this document. These statements speak only as of
the date of this document and we undertake no obligation to update or
revise the statements.
Genzyme(R) is a registered trademark of Genzyme Corporation. All rights
reserved.
Genzyme's press releases and other company information are available at
http://www.genzyme.com and by calling Genzyme's investor information line at
1-800-905-4369 within the United States, or 1-678-999-4572 outside the
United States.
Investors Media
Carol Miceli Maria Cantor
(617) 768-6602 (617) 768-6690
SOURCE Genzyme Corporation
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Related links:
http://www.genzyme.com
http://www.prnewswire.com/comp/104284.html/
CONTACT:
Investors, Carol Miceli, +1-617-768-6602 or
Media, Maria Cantor, +1-617-768-6690, both of Genzyme Corporation
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