Special Meeting to be Reconvened on October 22
NEW YORK and CAMBRIDGE, Mass., Oct. 10 /PRNewswire-FirstCall/ --
Bioenvision, Inc. (Nasdaq: BIVN) and Genzyme Corporation (Nasdaq: GENZ)
announced today that the Court of Chancery of the State of Delaware granted
a petition filed yesterday by both companies to reconvene Bioenvision's
special stockholder meeting on October 22 to vote on the merger agreement
between Bioenvision and Genzyme.
Under the Chancery Court's order, Bioenvision will reconvene the
special meeting of stockholders on October 22, 2007 and reopen the polls to
ensure that all Bioenvision stockholders as of the record date of September
5, 2007 are afforded an opportunity to vote for or against the adoption of
the Merger Agreement and for those votes to be properly counted.
Bioenvision will accept for consideration all votes, proxies or ballots
related to the merger agreement delivered by any record holder. Bioenvision
stockholders are not obligated to take any action or they could change
their votes if they chose or vote even if they have not previously cast a
vote on this matter. Appraisal rights are available to all Bioenvision
stockholders prior to the taking of the vote on October 22. Bioenvision
will provide additional information concerning the reconvened special
meeting to all stockholders on the Record Date in a mailing to be sent
October 11, 2007.
Based on a preliminary count of the votes received through October 5,
2007, approximately 55 percent of issued and outstanding shares have voted
in favor of the merger.
Stockholders who have questions about the merger, need assistance in
submitting their proxy or voting their shares (or changing a prior vote of
their shares) should contact Bioenvision's proxy solicitor, The Altman
Group, 1200 Wall Street West, Lyndhurst, NJ 07071, (800) 622-1642
(toll-free stockholders line) or (212) 681-9600 (collect), email:
info@altmangroup.com. Banks and brokerages can contact The Altman Group at
(201) 806-7300.
About Bioenvision
Bioenvision's primary focus is the acquisition, development, and
marketing of compounds and technologies for the treatment of cancer.
Bioenvision's product pipeline is focused on: Evoltra(R) (clofarabine) and
Modrenal(R). For more information on Bioenvision please visit our website
at http://www.bioenvision.com .
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 9,500 employees in locations
spanning the globe and 2006 revenues of $3.2 billion. In 2007, Genzyme was
chosen to receive the National Medal of Technology, the highest honor
awarded by the President of the United States for technological innovation.
In 2006 and 2007, Genzyme was 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.
Bioenvision Safe Harbor
Certain statements contained in this press release are
"forward-looking" statements, including express or implied statements
regarding the future approval by Bioenvision's stockholders of the pending
agreement and plan of merger with Genzyme. Because these statements are
subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Specifically, factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements include,
but are not limited to: risks associated with whether the merger of Wichita
Bio Corporation with and into Bioenvision will be approved by the
stockholders of Bioenvision; risks associated with the uncertainty as to
whether such merger will in fact occur, risks associated with disruptions
from the proposed merger transaction which may harm relationships with
customers, employees, suppliers and partners; risks associated with the
outcome of litigation and regulatory proceedings to which we are currently
a party and may become a party in the future; risks associated with
preclinical and clinical developments in the biopharmaceutical industry in
general and in Bioenvision's compounds under development in particular; the
potential failure of Bioenvision's compounds under development to prove
safe and effective for treatment of disease; uncertainties inherent in the
early stage of Bioenvision's compounds under development; failure to
successfully implement or complete clinical trials; failure to receive
marketing clearance from regulatory agencies for our compounds under
development; acquisitions, divestitures, mergers, licenses or strategic
initiatives that change Bioenvision's business, structure or projections;
the development of competing products; uncertainties related to
Bioenvision's dependence on third parties and partners; and those risks
described in Bioenvision's filings with the SEC. Bioenvision assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments, except as required by law and
the statements contained in this press release are current as of the date
of this release only.
Genzyme Safe Harbor
This press release contains forward-looking statements, including
statements about the closing of acquisition of 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
possibility that the transaction is not completed; the possibility that
certain closing conditions are not met, and the other 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 "Risk
Factors" 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, 2007. 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.
Genzyme(R) and Clolar(R) are registered trademarks of Genzyme
Corporation. Evoltra(R) is a registered trademark of Bioenvision, Inc. 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.
CONTACTS:
For Genzyme For Bioenvision
Catherine E. Forte (investors) James S. Scibetta (investors)
(617) 768-6881 (212) 750-6700
Maria E. Cantor (media) Sondra S. Newman (media)
(617) 768-6690 (617) 877-5687
SOURCE Genzyme
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Related links:
http://www.genzyme.com
http://www.bioenvision.com
http://www.prnewswire.com/comp/113803.html /
CONTACT:
Investors, Catherine E. Forte of Genzyme,
+1-617-768-6881, or James S. Scibetta of Bioenvision,
+1-212-750-6700; or Media, Maria E. Cantor of Genzyme,
+1-617-768-6690, or Sondra S. Newman of Bioenvision,
+1-617-877-5687
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