Baker refuses previously agreed upon "hybrid" slate
10 April 2006 - 4:51AM
PR Newswire (US)
AnorMED Special Committee reviewing alternative proposal VANCOUVER,
April 9 /PRNewswire-FirstCall/ -- AnorMED Inc. (TSX: AOM; AMEX:AOM)
announces that The Baker Group has refused AnorMED's proposal to
agree on a balanced 'hybrid' slate of directors. AnorMED has been
seeking a settlement with dissident shareholders, represented by
The Baker Group, to avoid a special meeting of shareholders
requisitioned by various entities managed by Felix J. Baker and
Julian C. Baker for the purposes of replacing the existing Board of
Directors. The upcoming special shareholder meeting will be held on
April 21, 2006 in Vancouver. The Special Committee of the Board of
AnorMED proposed a 10 or 8-member "hybrid" Board of Directors,
which would include Felix Baker, Mike Abrams, and an equal number
of directors to be selected from each of the dissident slate and
the AnorMED slate. This would have resulted in a majority of new
directors. Such a Board was previously agreed between the Company
and Baker Group, but the Baker Group have since refused this. In
the interests of achieving an acceptable settlement, the Special
Committee is currently still considering a further proposal which
Dr. Baker had indicated was open for acceptance until 2:00 p.m.
Pacific Time today, giving the Special Committee less than 24
hours, on a weekend, to consider the proposal. This proposal, if
agreed to by the Special Committee and still agreeable to Dr.
Baker, would result in a 7 person board of directors, a majority of
the members of which would be nominated by Dr. Baker. The election
of the dissident slate of directors at the AnorMED special meeting
April 21, 2006, would result in a change in control. This will have
a financial impact on AnorMED cash resources and may result in the
loss of key employees and senior management. AnorMED shareholders
are recommended to vote only their BLUE AnorMED proxy in favour of
the AnorMED Slate. Proxies must be returned by April 19, 2006 at
10:00 a.m. Vancouver time for your vote to count. The AnorMED
Management Proxy Circular, which has been mailed to shareholders
and filed with regulators, is available on the Company website
(http://www.anormed.com/ ) and SEDAR at http://www.sedar.com/. For
more information call Georgeson Shareholder, AnorMED's proxy
solicitor at their North American toll free number 1-866-267-8910,
or collect at 416-642-7069. If shareholders previously returned a
Yellow Dissident Proxy, they have every legal right to change their
vote, by simply signing, dating and returning a Blue proxy, as it
is only the later dated proxy that will be counted. 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 and
forward-looking information 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 or information
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 or information,
although not all forward-looking statements or information contain
these identifying words. Plans, intentions or expectations
disclosed in any forward-looking statements or information 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
statements or information 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 or information. 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 or information
as conditions change. For further information: Company Contact:
Media Contact: David Scott, MBA Karen Cook Boas Chairman of the
Board and Director James Hoggan & Associates AnorMED Inc. Tel:
604-742-4252 Tel: 604-408-9021 Email: DATASOURCE: AnorMED Inc.
CONTACT: Company Contact: David Scott, MBA Chairman of the Board
and Director, AnorMED Inc., Tel: (604) 408-9021; Media Contact:
Karen Cook Boas, James Hoggan & Associates, Tel: (604)
742-4252, Email:
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