Genzyme Completes Tender Offer to Acquire Bioenvision, Inc.
10 Juli 2007 - 3:27PM
PR Newswire (US)
Proxy Statement to Be Prepared for Shareholder Meeting on Merger
CAMBRIDGE, Mass., July 10 /PRNewswire-FirstCall/ -- Genzyme
Corporation (NASDAQ:GENZ) announced today that it has completed its
tender offer to acquire shares of Bioenvision, Inc. (NASDAQ:BIVN)
capital stock and that a proxy statement will now be prepared by
Bioenvision for a shareholder meeting to occur before the end of
the year. Genzyme will purchase approximately 19 percent of the
outstanding shares of Bioenvision common stock on an as-converted
basis, including the 100 percent of outstanding shares of preferred
stock that have already been tendered. Each share of preferred
stock can be converted into approximately two shares of common
stock, and also carries a separate class vote over any merger or
business combination of Bioenvision and approval of the
authorization of any additional shares of Bioenvision common stock,
as well as other features. "We are proceeding with the purchase of
all the Bioenvision preferred shares, as well as the common shares
tendered," stated Mark J. Enyedy, president of Genzyme Oncology, a
business unit of Genzyme Corporation. "At a minimum, we are
committed to playing an active and constructive role as a
significant long-term shareholder of Bioenvision." Consistent with
the merger agreement reached between Genzyme and Bioenvision on May
29, 2007, Bioenvision will now prepare a proxy statement to be
mailed to its shareholders detailing the rationale for the merger
and other material disclosures. This process is expected to
culminate with a merger vote before the end of the year. Genzyme
agreed on May 29, 2007 to acquire Bioenvision in an all-cash
transaction valued at $5.60 per outstanding common share and $11.20
per outstanding preferred share (plus accrued but unpaid
dividends), or approximately $345 million. 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 9,000 employees in
locations spanning the globe and 2006 revenues of $3.2 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 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. Important Information Regarding the Tender Offer As
of 12:01 a.m. on July 10, 2007, a preliminary total of
approximately 6,888,098 shares of Bioenvision common stock and
2,250,000 shares of Bioenvision preferred stock had been tendered
and not withdrawn. Bioenvision 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 June 4, 2007, as amended,
regarding the tender offer by Genzyme's wholly owned subsidiary,
Wichita Bio Corporation, for all of the outstanding shares of
Bioenvision, Inc. Investors and security holders may obtain a free
copy of the disclosure documents and other documents filed by
Genzyme or Wichita Bio with the SEC at the SEC's website at
http://www.sec.gov/. In addition, documents filed with the SEC by
Genzyme or Wichita Bio may be obtained free of charge from Genzyme
by directing a request to Sally Curley at (617)768-6140. Important
Information Regarding the Proxy Solicitation Bioenvision will file
with the SEC, and furnish to its shareholders, a proxy statement
soliciting proxies for the meeting of its shareholders to be called
with respect to the proposed merger. Bioenvision shareholders are
advised to read the proxy statement when it is finalized and
distributed to them because it will contain important information.
Bioenvision shareholders and other interested parties will be able
to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the
SEC's website at http://www.sec.gov/. Bioenvision shareholders and
other interested parties will also be able to obtain, without
charge, a copy of the proxy statement and other relevant documents
(when available) by directing a request by mail or telephone to
Bioenvision, Inc., 345 Park Avenue, 41st Floor, New York, New York
10154, Attention: James Scibetta, Chief Financial Officer, (212)
750-6700. Bioenvision and certain of its directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be "participants" in the solicitation of
proxies from Bioenvision shareholders with respect to the proposed
merger. Information regarding the people who may be considered
"participants" in the solicitation of proxies will be set forth in
Bioenvision's proxy statement relating to the proposed merger when
it is filed with the SEC. Information regarding certain of these
people and their beneficial ownership of Bioenvision common stock
is also set forth in Bioenvision's proxy statement for its 2006
annual meeting of stockholders, as filed with the SEC on October
20, 2006. Depending on the role, if any, it takes in connection
with the proxy solicitation, Genzyme and certain of its directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be "participants" in the
solicitation of proxies from Bioenvision shareholders with respect
to the proposed merger. Genzyme owns the shares of Bioenvision
stock indicated above and has the relationships with Bioenvision
described in the tender offer statement filed with the SEC on June
4, 2007, as amended. Safe Harbor Statement This press release
contains forward-looking statements, including the statements
regarding: expectations regarding the preparation of the proxy
statement, convening a meeting to vote on the merger agreement, and
Genzyme's future ownership position in 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 time periods in which Bioenvision prepares the
proxy statement, solicits proxies, and holds a meeting of its
shareholders; and future determinations Genzyme may make regarding
retaining its ownership position. We caution investors not to place
undue reliance on the forward-looking statements contained in this
document. These statements speak only as of the date of this
document and we undertake no obligation to update or revise the
statements. Genzyme(R) is a registered trademark of Genzyme
Corporation. 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. Investors Media Sally Curley Maria Cantor (617)
768-6140 (617) 768-6690 DATASOURCE: Genzyme Corporation CONTACT:
Investors - Sally Curley, +1-617-768-6140; Media - Maria Cantor,
+1-617-768-6690, both of Genzyme Corporation Web site:
http://www.genzyme.com/ Company News On-Call:
http://www.prnewswire.com/comp/113803.html
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