ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed acquisition of Bioenvision, Inc. (Bioenvision)
by Genzyme Corporation (Genzyme) and the required approval of the transaction
by Bioenvisions stockholders, Bioenvision filed a definitive proxy statement
and other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC) on September 7, 2007. Stockholders of
Bioenvision are urged to read the definitive proxy statement and any other
relevant documents because they contain important information. Investors and
security holders can obtain free copies of the definitive proxy statement and
other relevant documents when they become available by contacting Bioenvision
Investor Relations at (212) 750-6700 ext. 160. In addition, documents
filed with the SEC by both Genzyme and Bioenvision are available free of charge
at the SECs web site at http://www.sec.gov.
Information regarding the identity of the persons who may, under SEC
rules, be deemed to be participants in the solicitation of stockholders of
Bioenvision in connection with the transaction, and their interests in the
solicitation, is set forth in the proxy materials filed by Bioenvision with the
SEC.
FORWARD-LOOKING
STATEMENTS
Certain statements contained in the press
release are forward-looking statements, including express or implied
statements regarding the future approval by Bioenvisions stockholders of the
pending agreement and plan of merger with Genzyme and regarding Bioenvision
obtaining regulatory approval of its products. 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 Bioenvisions compounds under
development in particular; the potential failure of Bioenvisions compounds
under development to prove safe and effective for treatment of disease;
uncertainties inherent in the early stage of Bioenvisions 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 Bioenvisions business, structure or
projections; the development of competing products; uncertainties related to
Bioenvisions dependence on third parties and partners; and those risks
described in Bioenvisions 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 the press release are current as of the date hereof
only.
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CONTACTS:
James S. Scibetta (investors)
(212)
750-6700
Sondra S. Newman (media)
(617) 877-5687
For Immediate Release
Bioenvision
Final Vote to Take Place at October 5
Special
Meeting of Stockholders
Bioenvision Provides Additional Clarity for Stockholders
New York, NY
(October 4,
2007)
Bioenvision, Inc. (NASDAQ: BIVN)
announced that, at a special meeting of stockholders to be held tomorrow,
October 5, Bioenvision stockholders will vote to consider the adoption of the
Agreement and Plan of Merger, dated May 29, 2007, between Bioenvision and
Genzyme Corporation, as amended by Amendment No. 1 thereto, dated August 8,
2007 (the Merger Agreement).
Based on the support we
have received thus far from stockholders with regard to the Merger Agreement
with Genzyme, we fully expect that October 5th will be the final opportunity
for the remaining stockholders to vote their shares. As we indicated
earlier today, stockholders with approximately 47% of Bioenvisions issued and
outstanding shares of common stock and preferred stock have already indicated
their approval of the Merger Agreement, stated Christopher B. Wood, M.D.,
Chairman and Chief Executive Officer of Bioenvision. We strongly encourage all
remaining stockholders to participate in this final voting opportunity.
Bioenvision announced
earlier today an adjournment of the special meeting scheduled for October 4
until it reconvenes on October 5 at 11 a.m. local time at the offices
of Goodwin Procter LLP, at 599 Lexington Avenue in New York. Voting will remain open until the completion
of the reconvened meeting. Bioenvisions board of directors has unanimously
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approved the Merger
Agreement, whereby Genzyme would acquire the company in an all cash transaction
valued at $5.60 per share, or approximately $345 million.
As of the October 4
adjournment of the special meeting of stockholders, holders of approximately
47% of the companys issued and outstanding shares of common stock and
preferred stock (voting together as a single class on as converted to common stock
basis) had indicated their approval of the Merger Agreement, which represents
approximately 63% of the shares cast in person or by proxy at the special
meeting of stockholders.
Stockholders who have
previously submitted their proxy or otherwise voted, and who do not wish to
change their vote, need not take any action. 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 Bioenvisions
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.
Additional Information and Where to Find It
In connection with the proposed transaction,
Bioenvision has filed a definitive proxy statement, a proxy supplement and
other materials with the Securities and Exchange Commission (the SEC)
. We urge investors to read the proxy
materials carefully, as they contain important information about Bioenvision
and the proposed Merger Agreement.
Investors can obtain free copies
of the definitive proxy statement as well as other filed documents containing
information about Bioenvision at
http://www.sec.gov, the SECs free internet site. These filings are also accessible in the
Investors section of the companys website at http://www.bioenvision.com.
About Bioenvision, Inc.
Bioenvisions primary
focus is the acquisition, development, and marketing of compounds and
technologies for the treatment of cancer. Bioenvisions product pipeline is
focused on: Evoltra
®
(clofarabine) and Modrenal
®
. For more information on Bioenvision
please visit our website at www.bioenvision.com.
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Certain
statements contained in this press release are forward-looking statements,
including express or implied statements regarding the future approval by
Bioenvisions 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
Bioenvisions compounds under development in particular; the potential failure
of Bioenvisions compounds under development to prove safe and effective for
treatment of disease; uncertainties inherent in the early stage of Bioenvisions
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 Bioenvisions business, structure or
projections; the development of competing products; uncertainties related to
Bioenvisions dependence on third parties and partners; and those risks
described in Bioenvisions 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.
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