Genzyme to Gain Late-Stage Transplantation Product Candidate
CAMBRIDGE, Mass. and VANCOUVER, B.C., Oct. 17 /PRNewswire-FirstCall/ --
Genzyme Corporation (Nasdaq: GENZ) and AnorMED Inc. (Nasdaq: ANOR; TSX:
AOM) announced today that they have executed a mutually beneficial support
agreement under which Genzyme will acquire AnorMED in an all cash
transaction valued at $13.50 per outstanding share, or approximately $580
million.
Through this transaction, Genzyme is acquiring MOZOBIL, a leading
late-stage product candidate in development for hematopoietic stem cell
transplantation. MOZOBIL is being tested in Phase 3 clinical trials and is
expected to launch in 2008.
"We are very pleased to have reached agreement with AnorMED, and look
forward to completing the development and commercialization of MOZOBIL,"
stated Henri A. Termeer, chairman and chief executive officer of Genzyme
Corporation. "We believe that MOZOBIL will be an important therapeutic
advance in the field of stem cell transplantation, and are eager to utilize
our global clinical, regulatory and commercial infrastructure to ensure
that it reaches patients around the world. This is a strategic fit for us
that complements our existing transplant and oncology businesses."
Kenneth Galbraith, the chairman of the board and interim chief
executive Officer of AnorMED, said "AnorMED's Board of Directors, in
consultation with its Strategic Initiatives Committee and with the advice
of its financial and legal advisors, believes the amended $13.50 per share
offer represents the best alternative currently available to AnorMED
shareholders and provides a certain and fair value for AnorMED
shareholders. The Board unanimously recommends that AnorMED shareholders
accept and tender their shares to the amended Genzyme offer."
Kenneth Galbraith and the Baker Bros. affiliates have signed
shareholder support agreements with Genzyme to tender their shares to
Genzyme's amended bid when it is filed, subject to their ability to
withdraw such support in the event of a superior competing proposal prior
to the expiry of the Genzyme offer.
MOZOBIL Development
Genzyme plans to commercialize MOZOBIL through its existing global
transplant business to hematologists and bone marrow transplant centers in
more than 50 countries throughout the world.
MOZOBIL 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 a 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.
According to Genzyme, 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 soon. MOZOBIL has
been granted orphan drug status in the United States and European Union and
AnorMED has entered into a special protocol assessment agreement with the
FDA.
Transaction Terms
Genzyme's acquisition of AnorMED will take the form of an all cash
tender offer to acquire all outstanding shares of AnorMED, which will
expire at 8:00 a.m. (Vancouver time) on November 6, 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. AnorMED shareholders who have
already tendered and have not withdrawn their shares to Genzyme's offer
need to take no further action to accept Genzyme's offer. All AnorMED
shareholders are eligible to receive the offer price per share of $13.50,
including shareholders who have already tendered their shares. As of 8:00
a.m. on October 17, 2006, approximately 3,120 AnorMED shares had been
tendered and not withdrawn to Genzyme's offer.
The support agreement with Genzyme also provides AnorMED with the right
to withdraw, modify or change its support regarding Genzyme's tender offer
of $13.50 per share in cash only if AnorMED's Board of Directors receives a
superior proposal prior to the expiry of the Genzyme tender offer. Genzyme
has the right to match any such superior proposal made by another bidder.
If AnorMED's Board accepts a superior proposal after Genzyme does not match
such proposal, Genzyme may be entitled to a payment of $19.5 million from
AnorMED.
The transaction has been approved by the boards of directors of both
companies, and is subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act. It is expected to be dilutive to Genzyme's GAAP
earnings through 2008 and accretive in 2009.
In association with the acquisition, Genzyme anticipates it will incur
certain one time charges, which will be detailed after the close of the
transaction.
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.
About AnorMED Inc.
AnorMED is a chemistry-based biopharmaceutical company focused on the
discovery, development and commercialization of new therapeutic products in
the areas of hematology, oncology and HIV, based on the Company's research
into chemokine receptors.
The Company's product pipeline includes MOZOBIL, currently in pivotal
Phase III studies in cancer patients undergoing stem cell transplants;
AMD070, currently in proof of principle Phase I/II studies in HIV patients;
and several novel classes of compounds in pre-clinical development that
target specific chemokine receptors known to be involved in a variety of
diseases.
Additional information on AnorMED Inc. is available on the Company's
website http://www.anormed.com.
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 expected launch date for MOZOBIL and Genzyme's
commercialization plans for the product; the number of patients that could
potentially benefit from MOZOBIL; the expected impact of the transaction on
Genzyme's earnings; the structure and timing of the transaction; and the
expected benefits of the transaction. 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, that Genzyme is unable to acquire
AnorMED on the terms and timeline anticipated; that Genzyme is unable to
successfully integrate AnorMED's operations and programs with its own
business due to misestimates of the time and resources required to do so,
or for other reasons; that the results or timing of the MOZOBIL clinical
studies are not as expected, including unanticipated delays or unfavorable
safety or efficacy data; that MOZOBIL does not receive regulatory approvals
for the label or on the schedule expected; that MOZOBIL does not receive
favorable pricing or reimbursement; that Genzyme's information concerning
the markets and number of potential patients for MOZOBIL are inaccurate;
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
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, as amended, 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.
CONTACTS:
For AnorMED For Genzyme
Kenneth Galbraith (investors) Sally Curley (investors)
(604) 889-5320 (617) 768-6140
Karen Cook Boas (media) Dan Quinn (media)
(604) 742-4252 (617) 768-6849
SOURCE Genzyme Corporation
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Related links:
http://www.genzyme.com
http://www.prnewswire.com/comp/113803.html/
CONTACT:
Kenneth Galbraith, Investors,
+1-604-889-5320, or Karen Cook Boas, Media, +1-604-742-4252, both
of AnorMED; or Sally Curley, Investors, +1-617-768-6140, or Dan
Quinn, Media, +1-617-768-6849, both of Genzyme
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