CAMBRIDGE, Mass., Oct. 10 /PRNewswire-FirstCall/ -- Genzyme Corporation
(Nasdaq: GENZ) announced today that it has informed the Board of Directors
of AnorMED Inc. (Nasdaq: ANOR; TSX: AOM) that it is prepared to increase
its offer to acquire all outstanding shares of AnorMED to US $13.50 per
share, or approximately $580 million, contingent upon AnorMED executing a
support agreement with Genzyme. This proposal represents a premium of 12.5
percent over the purchase price proposed by Millennium Pharmaceuticals on
September 26, 2006.
Genzyme proposed revising its tender offer following the completion of
additional diligence regarding Mozobil, AnorMED's lead product candidate,
and the other assets owned by AnorMED.
"We are confident that AnorMED's shareholders will find this all-cash
offer of $13.50 per share to be a compelling one that fairly rewards them
for the value they have created through the development of Mozobil to
date," said Henri A. Termeer, chairman and chief executive officer of
Genzyme Corp. "The $13.50 per share offer price also represents an
attractive investment opportunity for Genzyme. With approximately $1.4
billion of cash on our balance sheet at the end of June, 2006, our strong
financial position enables us to complete this transaction without any need
for dilutive financing."
Termeer added that Genzyme believes it is uniquely positioned to bring
this product to patients worldwide. "Less than 40 percent of all
hematopoietic stem cell transplants occur in the United States. Our global
clinical, regulatory, and commercial infrastructure will allow us to
capture the full value presented by this important therapy without the need
to share that value with partners outside the United States," he said.
Mozobil, expected to launch in late 2008, is a promising late-stage
product candidate being tested in Phase 3 trials for use in hematopoietic
stem cell transplantation. Genzyme would commercialize Mozobil through its
existing global transplant business, which already markets and sells
Thymoglobulin (anti-thymocyte globulin, rabbit) to hematologists and bone
marrow transplant centers in more than 50 countries throughout the world.
Mozobil, currently in Phase 3 trials, has been shown in multiple
earlier studies to rapidly increase the number of stem cells in circulation
in the blood, an important step in preparing a patient for an allogeneic or
autologous stem cell transplant. Increasing the number of stem cells
collected can 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 55,000 stem cell transplants are performed each year for
multiple myeloma, non-Hodgkin's lymphoma, and other conditions in markets
where Genzyme has a commercial infrastructure, including the United States,
Europe, Latin America and the Asian Pacific countries. A majority of these
patients could potentially benefit from the use of Mozobil.
Enrollment is complete in a pivotal Phase 3 trial for Mozobil in
multiple myeloma, and a second pivotal Phase 3 trial in non-Hodgkin's
lymphoma is expected to complete enrollment in late 2006. Mozobil has been
granted special protocol assessment and orphan drug status in the United
States and European Union.
Transaction Timeline
Genzyme has given AnorMED until 4 p.m. Vancouver time October 11, to
determine that its proposal constitutes a "Superior Proposal" under the
terms of the support agreement between Millennium and AnorMED. Should
AnorMED agree, Genzyme's proposal is further contingent upon AnorMED
executing a support agreement with Genzyme by 5:30 p.m. Boston time on
October 17, 2006. If AnorMED executes a support agreement with Genzyme,
Genzyme would formally increase the offer price to $13.50 per share and
extend its offer until 8:00 a.m. Vancouver time on November 1, 2006.
Because Genzyme's new proposal to acquire AnorMED at an increased price
is contingent on the events described above, the terms of Genzyme's
existing all cash tender offer to purchase all outstanding shares of
AnorMED for US $8.55 per outstanding share have not been changed. Genzyme's
existing offer remains open for acceptance until 12:01 a.m. Vancouver time
on October 23, 2006. Genzyme may elect to extend its existing offer again
by giving notice of such extension to AnorMED shareholders, a copy of which
will be filed with the securities regulatory authorities in Canada and the
United States and which should also be made available by such authorities
through the Internet at http://www.sedar.com or http://www.sec.gov.
Pursuant to the terms of the confidentiality agreement between Genzyme and
AnorMED, any further extension of the offer by Genzyme would be accompanied
by a price increase to above $12.00 per outstanding share. If Genzyme does
increase its offer price, all AnorMED shareholders would be eligible to
receive the higher price for their shares, including shareholders who have
already tendered their shares.
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 dilutive in 2007 and 2008
and accretive in 2009, the first full year of Mozobil revenues following
its anticipated launch in late 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.
Genzyme(R) and Thymoglobulin(R) are registered trademarks of Genzyme
Corporation or its subsidiaries. All rights reserved.
This press release contains forward-looking statements, including the
statements regarding: the structure and timing of a revised tender offer;
the potential benefits of a revised transaction; the ability to meet
various the timing restraints associated with the transaction; the extent
to which an acquisition ultimately would advance 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; and 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 not being met including the inability to
enter into a support agreement; the ability to successfully integrate
AnorMED's operations and programs with Genzyme's and the time and resources
required to do so; the actual design, results and timing of preclinical and
clinical studies for Mozobil and other AnorMED products and product
candidates; enrollment rates and completion timelines 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
and the risks and uncertainties described in reports filed by Genzyme with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, including without limitation the information under the
heading "Factors Affecting Future Operating Results" in the Management's
Discussion and Analysis of Financial Condition and Results of Operations
section of the Genzyme Quarterly Report on Form 10-Q for the quarter ending
June 30, 2006. Genzyme cautions investors not to place substantial reliance
on the forward-looking statements contained in this press release. These
statements speak only as of the date of this press release, and Genzyme
undertakes no obligation to update or revise the statements.
Important Information Regarding the Tender Offer
Genzyme's proposal does not constitute a formal increase in offer price
and does not formally amend or change Genzyme's existing offer in any way.
Genzyme's existing offer remains open for acceptance until 12:01 a.m.
Vancouver time on October 23, 2006. Genzyme may elect to extend its offer
again by giving notice of such extension to AnorMED shareholders, a copy of
which will be filed with the securities regulatory authorities in Canada
and the United States and which should also be made available by such
authorities through the Internet at http://www.sedar.com or
http://www.sec.gov. Pursuant to the terms of the confidentiality agreement
between Genzyme and AnorMED, any further extension of the offer by Genzyme
will likely be accompanied by an offer price above $12.00 per outstanding
share. If Genzyme does increase its offer price, all AnorMED shareholders
would be eligible to receive the higher price for their shares, including
shareholders who have already tendered their shares.
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 September
1, 2006, regarding the tender offer by Genzyme's wholly owned subsidiary,
Dematal Corp., for all of the outstanding common shares of AnorMED.
Investors and security holders may obtain a free copy of the disclosure
documents and other documents filed by Genzyme or Dematal with the SEC at
the SEC's website at http://www.sec.gov. In addition, documents filed with
the SEC by Genzyme or Dematal 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:
Maria Cantor Sally Curley
(617) 768-6690 (617) 768-6140
SOURCE Genzyme Corporation
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Related links:
http://www.genzyme.com/
http://www.prnewswire.com/comp/104284.html/
CONTACT:
Media Contact:, Maria Cantor,
+1-617-768-6690, or Investor Contact: Sally Curley,
+1-617-768-6140, both of Genzyme
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