Proxy Statement to Be Prepared for Shareholder Meeting on Merger
CAMBRIDGE, Mass., July 10 /PRNewswire-FirstCall/ -- Genzyme Corporation
(Nasdaq: GENZ) announced today that it has completed its tender offer to
acquire shares of Bioenvision, Inc. (Nasdaq: BIVN) capital stock and that a
proxy statement will now be prepared by Bioenvision for a shareholder
meeting to occur before the end of the year.
Genzyme will purchase approximately 22 percent of the outstanding
shares of Bioenvision common stock on an as-converted basis, including the
100 percent of outstanding shares of preferred stock that have already been
tendered. Each share of preferred stock can be converted into approximately
two shares of common stock, and also carries a separate class vote over any
merger or business combination of Bioenvision and approval of the
authorization of any additional shares of Bioenvision common stock, as well
as other features.
"We are proceeding with the purchase of all the Bioenvision preferred
shares, as well as the common shares tendered," stated Mark J. Enyedy,
president of Genzyme Oncology, a business unit of Genzyme Corporation. "At
a minimum, we are committed to playing an active and constructive role as a
significant long-term shareholder of Bioenvision."
Consistent with the merger agreement reached between Genzyme and
Bioenvision on May 29, 2007, Bioenvision will now prepare a proxy statement
to be mailed to its shareholders detailing the rationale for the merger and
other material disclosures. This process is expected to culminate with a
merger vote before the end of the year.
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.
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 10, 2007, a preliminary total of approximately
8,706,644 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.
Important Information Regarding the Proxy Solicitation
Bioenvision will file with the SEC, and furnish to its shareholders, a
proxy statement soliciting proxies for the meeting of its shareholders to
be called with respect to the proposed merger. Bioenvision shareholders are
advised to read the proxy statement when it is finalized and distributed to
them because it will contain important information. Bioenvision
shareholders and other interested parties will be able to obtain, without
charge, a copy of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC's website at http://www.sec.gov.
Bioenvision shareholders and other interested parties will also be able to
obtain, without charge, a copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or telephone to
Bioenvision, Inc., 345 Park Avenue, 41st Floor, New York, New York 10154,
Attention: James Scibetta, Chief Financial Officer, (212) 750-6700.
Bioenvision and certain of its directors, executive officers and other
members of management and employees may, under SEC rules, be deemed to be
"participants" in the solicitation of proxies from Bioenvision shareholders
with respect to the proposed merger. Information regarding the people who
may be considered "participants" in the solicitation of proxies will be set
forth in Bioenvision's proxy statement relating to the proposed merger when
it is filed with the SEC. Information regarding certain of these people and
their beneficial ownership of Bioenvision common stock is also set forth in
Bioenvision's proxy statement for its 2006 annual meeting of stockholders,
as filed with the SEC on October 20, 2006.
Depending on the role, if any, it takes in connection with the proxy
solicitation, Genzyme and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be deemed
to be "participants" in the solicitation of proxies from Bioenvision
shareholders with respect to the proposed merger. Genzyme owns the shares
of Bioenvision stock indicated above and has the relationships with
Bioenvision described in the tender offer statement filed with the SEC on
June 4, 2007, as amended.
Safe Harbor Statement
This press release contains forward-looking statements, including the
statements regarding: expectations regarding the preparation of the proxy
statement, convening a meeting to vote on the merger agreement, and
Genzyme's future ownership position in Bioenvision. 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 time periods in
which Bioenvision prepares the proxy statement, solicits proxies, and holds
a meeting of its shareholders; and future determinations Genzyme may make
regarding retaining its ownership position. 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
Sally Curley Maria Cantor
(617) 768-6140 (617) 768-6690
SOURCE Genzyme Corporation
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Related links:
http://www.genzyme.com
http://www.prnewswire.com/comp/113803.html /
CONTACT:
Investors - Sally Curley, +1-617-768-6140;
Media - Maria Cantor, +1-617-768-6690, both of Genzyme
Corporation
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