AnorMED announces Special Meeting of Shareholders & adopts Shareholder Rights Plan
03 Februar 2006 - 2:00AM
PR Newswire (US)
VANCOUVER, Feb. 2 /CNW/ - Further to the requisition to convene a
Special Meeting of Shareholders received from certain shareholders
of the Corporation as disclosed in our previous News Release,
AnorMED Inc. (TSX:AOM, AMEX:AOM) announces that a special committee
of the Board of Directors of AnorMED Inc. has been constituted to
consider the matters raised by the requisition and to make
recommendations to the Board of Directors. The special committee
has been evaluating the requisition and, in consultation with its
advisors, has made recommendations with respect to the convening of
the special meeting to the Board of Directors. As a result, the
Board of Directors has called a Special Meeting of Shareholders to
be held on April 11, 2006 in Vancouver, B.C. with a record date of
February 28, 2006. The Board of Directors has also decided to adopt
a Shareholder Rights Plan. AnorMED is not adopting the Rights Plan
in response to any specific proposal to acquire control of the
Corporation. The Rights Plan is similar to plans adopted by other
Canadian companies and approved by their shareholders to maximize
the opportunity for the shareholders to evaluate certain
transactions with respect to the shares of the company. It is
subject to acceptance for filing by the Toronto Stock Exchange. The
Rights Plan is not intended to prevent take-over bids. Under the
Rights Plan, those bids that meet certain requirements intended to
protect the interests of all shareholders are deemed to be
"Permitted Bids". Permitted Bids must be made by way of a take-over
bid circular prepared in compliance with applicable securities laws
and remain open for sixty days.(1) AnorMED is a chemistry-based
biopharmaceutical company focused on the discovery, development and
commercialization of new therapeutic products in the areas of
hematology, HIV and oncology. The Company has a product in Phase
III development, a product in Phase II development and a research
program focused on a novel class of compounds that target specific
chemokine receptors known to be involved in a variety of diseases
including HIV. Additional information on AnorMED Inc. is available
on the Company's website http://www.anormed.com/. Note: Certain of
the statements contained in this press release may contain
forward-looking statements within the meaning of applicable
securities laws, including the Ontario Securities Act, Section 27A
of the U.S. Securities Act of 1933 and Section 21E of the U.S.
Securities Exchange Act of 1934. Statements regarding strategy,
future operations, future financial position, future revenues,
projected costs, prospects and plans and objectives of management
are forward-looking statements. The words "anticipates, "believes",
"budgets", "could", estimates", expects," forecasts", "intends",
"may", "plans", "projects", "schedule", "should", "will", "would"
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Plans, intentions or expectations
disclosed in any forward-looking statements should not be read as
guarantees of future results or events, and will not necessarily be
accurate indications of whether or the times at or by which such
results or events will be achieved. Forward-looking statement
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements. Investors are referred
to the discussion of such risks, uncertainties and other factors in
AnorMED's Final Short Form Prospectus dated December 1, 2005 filed
on SEDAR with Canadian securities regulatory authorities and in
Exhibit 99.1 to AnorMED's Report on Form 6-K filed with the U.S.
Securities and Exchange Commission on December 23, 2005. Except as
required by law, AnorMED expressly disclaims any intention and
undertakes no obligation to update any forward-looking statements
as conditions change. 1 Under the Rights Plan, Rights will be
issued and attached to all common shares of the Corporation issued
and outstanding as of the close of business on February 2, 2006.
Rights will be issued upon any future issuance of any common shares
of the Corporation that occurs prior to the Separation Time (as
defined in the Rights Plan). In the event a take-over bid does not
meet the Permitted Bid requirements of the Rights Plan, the Rights
will entitle shareholders, other than any shareholder or
shareholders making the take-over bid, to purchase additional
common shares in the Corporation at a substantial discount to the
market value at the time. For further information: Dr. Michael
Abrams Elisabeth Whiting, M.Sc. President & CEO VP Corporate
Development & Communications Tel: 604-530-1057 Tel:
604-532-4667 E-mail: Cell: 604-763-4682 E-mail: DATASOURCE: AnorMED
Inc. CONTACT: Dr. Michael Abrams, President & CEO, Tel: (604)
530-1057, E-mail: ; Elisabeth Whiting, M.Sc., VP, Corporate
Development & Communications, Tel: (604) 532-4667, Cell: (604)
763-4682, E-mail:
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