Proposed Acquisition Will Add Complementary Late-Stage Transplant Product
CAMBRIDGE, Mass., Aug. 30 /PRNewswire-FirstCall/ -- Genzyme Corporation
(Nasdaq: GENZ) announced today that it plans to initiate a tender offer to
acquire AnorMED, Inc. (Amex: AOM; TSX: AOM) of Vancouver, British Columbia.
The tender offer will take the form of an all cash transaction valued at US
$8.55 per outstanding share, or approximately $380 million. This offer
represents a premium of approximately 70% over AnorMED's closing price of
US$5.02 on the American Stock Exchange on August 29, 2006.
The addition of AnorMED will bring Genzyme a leading late-stage product
candidate in development for hematopoietic stem cell transplantation
(HSCT). AnorMED's most advanced product, Mozobil, could improve the
viability of hematopoietic stem cell transplants, and enlarge the pool of
patients for whom transplantation is an option. Enrollment is complete in a
Phase 3 trial for Mozobil in multiple myeloma, and a second Phase 3 trial
in non-Hodgkin's lymphoma is expected to conclude in late-2006. Mozobil has
been granted special protocol assessment and orphan drug status in the
United States and European Union.
"We believe Mozobil represents an important therapeutic advance in the
field of stem cell transplantation, and Genzyme is uniquely positioned to
ensure that it reaches its full global potential," said Henri A. Termeer,
chairman and chief executive officer of Genzyme Corporation. "We firmly
believe that Genzyme is the best party to bring Mozobil to patients
worldwide. Our clinical/regulatory infrastructure will allow us to complete
development and registration of Mozobil without delay and at a considerably
reduced execution risk; the commercial infrastructure we have developed to
support our transplant business unit will allow Mozobil to be made
available with reduced incremental investment and delay, and our strong
financial position eliminates any capital market and dilution risk."
Genzyme has been in discussions with AnorMED regarding Mozobil since
October 2005, including an acquisition proposal in April 2006 at a proposed
price of US$8.55 per AnorMED share. Genzyme believes that the company
continues to face a number of challenges during this critical stage in the
development of Mozobil particularly with respect to the following:
* the need to rebuild AnorMED's senior executive leadership and to recruit
and retain experienced clinical and regulatory staff capable of
completing the ongoing clinical trials, finalizing the associated
clinical study reports and preparing what will be a complicated
regulatory submission on an ambitious timeline;
* execution risks associated with clinical development generally, and
particularly with the development of a product such as Mozobil where
its long-term commercial potential will depend significantly on unit
pricing supported by convincing pharmacoeconomic data that demonstrate
the value of the product to patients and to the overall healthcare
system;
* the expense involved and the execution risks associated with building a
commercialization infrastructure in both North America and Europe in
advance of product approval; and
* the challenges of obtaining sufficient financial resources on a timely
basis to fund the company's operating, developmental and infrastructure
needs in a potentially difficult capital market and at the cost of
significant dilution for current shareholders.
These challenges may ultimately prevent the shareholders of AnorMED
from realizing the significant value potential that has been created by the
company's early development work. As more time passes, the potential value
of the Mozobil opportunity, and therefore of AnorMED as a whole, may erode
further, since there is a significant risk that the commercialization of
Mozobil will be delayed. It is these considerations which compelled Genzyme
to once again submit an offer in August 2006 to acquire AnorMED for US$8.55
per share and to seek the support of AnorMED for this acquisition.
"We are in a position to offer AnorMED shareholders full value now for
their pioneering efforts to develop Mozobil and enable them to realize an
excellent return on their investment," said Termeer. "The addition of
Mozobil will broaden Genzyme's transplant business by increasing its
presence in hematological transplantation, a large and growing market. Our
established transplant and oncology businesses provide a solid platform to
launch Mozobil's growth and drive its adoption in stem cell transplantation
procedures throughout the world."
Mozobil has been shown in multiple phase 2 studies to rapidly increase
the number of stem cells in circulation in the blood, an important step in
preparing a patient for a stem cell transplant. Increasing the number of
stem cells collected may improve patient outcomes in two ways: by helping
patients who were previously not eligible to meet the target ranges needed
for a transplant; and by raising the level of stem cells collected in those
already eligible, thereby improving the viability of the transplant.
Approximately 45,000 stem cell transplants are performed each year in the
United States and Europe for multiple myeloma, non-Hodgkin's lymphoma, and
other conditions.
Thymoglobulin (anti-thymocyte globulin, rabbit), Genzyme's largest
transplant product, is indicated in the United States to treat acute
rejection of a renal transplant, and in some countries outside the United
States for use as induction therapy prior to solid organ or stem cell
transplantation. Thymoglobulin is sold in more than 50 countries throughout
the world, and is being examined in several clinical trials as part of a
conditioning regimen for hematopoietic stem cell transplantation.
Transaction Terms
Genzyme's offer to acquire AnorMED will take the form of an all cash
tender offer, which will be open for acceptance for 35 days, and which is
expected to commence within the next week. The transaction has been
approved by the Genzyme Board of Directors.
In association with the acquisition, Genzyme anticipates it will incur
certain one time charges, which will be detailed at the close of the
transaction. The acquisition is expected to be accretive beginning in 2009,
the first full year of Mozobil revenues following its anticipated launch in
2008.
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. This year marks the 25th anniversary of Genzyme's
founding. Since 1981, the company has grown from a small start-up to a
diversified enterprise with more than 8,500 employees in locations spanning
the globe and 2005 revenues of $2.7 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 more
than 80 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,
orthopedics, cancer, transplant and immune diseases, and diagnostic
testing. Genzyme's commitment to innovation continues today with a
substantial development program focused on these fields, as well as heart
disease and other areas of unmet medical need.
This press release contains forward-looking statements, including the
statements regarding: structure and timing of the tender offer; the
potential benefits of the anticipated transaction; the extent to which the
acquisition ultimately advances Genzyme's transplant and oncology
businesses; expectations regarding the commencement and completion of, and
announcement of data from, clinical trials for Mozobil; estimates of the
potential markets and indications for Mozobil; the expected impact of the
anticipated transaction on Genzyme's earnings and operations. 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, certain
closing conditions are not met; the ability to successfully integrate
AnorMED's operations and programs with Genzyme's and the time and resources
required to do so; the ability to attract and retain qualified employees;
the actual design, results and timing of preclinical and clinical studies
for Mozobil and other AnorMED products and product candidates; enrollment
rates for clinical trials; the extent to which the safety and efficacy of
Mozobil is demonstrated; the actual timing and content of submissions to
and decisions made by regulatory authorities concerning the approval of
Mozobil and other AnorMED products and product candidates; the ability to
manufacture sufficient quantities of products for development and
commercialization activities and to do so in a timely and cost-efficient
manner; the availability and extent of reimbursement from third party
payers for AnorMED's products and product candidates; the scope, validity
and enforceability of patents directed to, and the effect of any third
party proprietary rights on, AnorMED's products and product candidates; the
accuracy of Genzyme's and AnorMED's information concerning the markets for
their respective products and product candidates, including growth
projections and the factors discussed under the caption "Factors Affecting
Future Operating Results" in Genzyme's Quarterly Report on Form 10-Q, for
the period ended June 30, 2006. 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) and Thymoglobulin(R) are registered trademarks of Genzyme
Corporation or its subsidiaries. All rights reserved.
Important Information Regarding the Tender Offer
Security holders are urged to read the tender offer statement when it
is filed with the Securities and Exchange Commission because it will
contain important information. Security holders will be able to obtain free
copies of the tender offer statement and other documents filed by Genzyme
with the SEC at the SEC's website at http://www.sec.gov. In addition,
documents filed with the SEC by Genzyme or the subsidiary may be obtained
free of charge from Genzyme by directing a request to Sally Curley at
(617)768-6140.
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 1-703-797-1866 outside the
United States.
Media Contact: Investor Contact:
Dan Quinn Kristen Galfetti
(617) 768-6849 (617) 768-6563
SOURCE Genzyme Corporation
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CONTACT:
Media Contact: Dan Quinn, +1-617-768-6849, or
Investor Contact: Kristen Galfetti, +1-617-768-6563, both of
Genzyme Corporation
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