AnorMED rejects unsolicited approach from Genzyme
30 8월 2006 - 7:34PM
PR Newswire (US)
Considers Genzyme Proposal Undervalued VANCOUVER, Aug. 30
/PRNewswire-FirstCall/ -- AnorMED Inc. ("AnorMED" or the "Company")
(AMEX:AOM; TSX:AOM) today announced that its Board of Directors has
unanimously rejected an unsolicited approach from Genzyme
Corporation ("Genzyme"), to purchase all of the issued and
outstanding common shares of AnorMED for U.S. $8.55 per share in
cash. A special advisory committee of the Board of AnorMED has been
established to review, consider and evaluate strategic alternatives
available to the Company. The Strategic Initiatives Committee is
chaired by Dr. Joseph Dougherty and includes Mr. Kenneth Galbraith,
Dr. William Hunter and Dr. Felix Baker. In consultation with its
financial and legal advisors, the Strategic Initiatives Committee
thoroughly reviewed, considered and evaluated the Genzyme approach
in the context of the current strategic direction of the Company
and its existing business plan, as well as other strategic
alternatives available to the Company. Following a thorough review
by the Strategic Initiatives Committee, the Board indicated its
willingness to negotiate with Genzyme by presenting a counter
proposal that the Company believes truly reflects both the
Company's stand-alone prospects and the potential strategic value
of the Company to Genzyme. Genzyme has indicated its intention to
forego further discussions and make an offer directly to
shareholders that the Company believes will not reflect the full
value of the Company. Dr. Joe Dougherty, Chairman of the Strategic
Initiatives Committee said, "Members of the Board are unanimous in
believing that the Genzyme approach fails to recognize the
Company's ability to create value for shareholders by achieving
clinical and commercialization milestones for its lead product
MOZOBIL in stem cell transplants and as a chemosensitizer, and its
second clinical stage product, AMD070 for the treatment of HIV."
"Based on the recommendations of the Strategic Initiatives
Committee, the Board of Directors of AnorMED is committed to
considering all proposals that provide shareholders with
appropriate consideration for the likely increase in value from the
achievement of its business milestones," said Kenneth Galbraith,
Chairman of the Board and Interim Chief Executive Officer of
AnorMED. AnorMED is committed to pursuing all reasonable avenues to
achieve and maximize shareholder value either as an independent
entity or as part of a larger company that recognizes the value of
the Company. AnorMED has retained Goldman, Sachs & Co. as its
exclusive financial advisor to assist the Strategic Initiatives
Committee and the Board in evaluating the proposal from Genzyme and
any other proposals that may be made, and to develop other
strategic or financial alternatives for maximizing shareholder
value in the context of the current strategic direction of the
Company and its existing business plan. The Strategic Initiatives
Committee has also recommended that the Board of Directors of
AnorMED adopt and implement a Shareholders' Rights Plan. The
purpose of a Rights Plan is to ensure that the Company has
sufficient time to properly develop and pursue all alternatives to
maximize the value for AnorMED's shareholders. The Rights Plan will
be subject to the approval of the Toronto Stock Exchange. If and
when a formal offer is received from Genzyme, AnorMED will file
with the U.S. Securities and Exchange Commission (the "SEC") and
applicable securities commissions in Canada, a Directors' Circular
that will contain important information for shareholders to read,
including the Board's recommendation regarding the offer. The
Directors' Circular will be available free of charge on the SEC's
website at http://www.sec.gov/, at http://www.sedar.com/ or from
AnorMED's Secretary at Suite 200 - 20353 64th Avenue, Langley,
British Columbia, Canada V2Y 1N5; telephone (604) 530-1057. Other
reports filed by or furnished to the SEC and applicable securities
commission in Canada by AnorMED may be obtained free of charge at
http://www.sec.gov/, http://www.sedar.com/ or from AnorMED's
Secretary. Upcoming product announcements AnorMED expects to
release by the second quarter of 2007, top-line data from two
pivotal Phase III studies for the use of MOZOBIL in cancer patients
undergoing stem cell transplantation. Based on successful results
of these studies, the Company plans to file a new drug application
(NDA) for marketing approval with the United States Food and Drug
Administration by the fourth quarter of 2007 and with Canadian and
European regulators in 2008. Additional data relating to MOZOBIL is
expected to be presented at the American Society of Hematology
("ASH") meeting scheduled to be held in Orlando, Florida from
December 9 to 13, 2006. In the next few months, the Company also
expects to initiate clinical studies for MOZOBIL for use as a
chemosensitizer for treatment of leukemia patients. In February
2007, the Company expects to present updated clinical data on the
development of AMD070 in HIV patients at the Conference on
Retoviruses and Opportunistic Infections ("CROI") scheduled to be
held in Los Angeles, California. 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. FORWARD-LOOKING STATEMENTS This news release contains
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995, and forward
looking information within the meaning of applicable securities
laws in Canada, (collectively referred to as "forward-looking
statements"). Statements, other than statements of historical fact,
are forward-looking statements and include, without limitation,
statements regarding the Company's strategy, future operations,
timing and completion of clinical trials, prospects and plans and
objectives of management. The words "anticipates", "believes",
"budgets", "could", "estimates", "expects", "forecasts", "intends",
"may", "might", "plans", "projects", "schedule", "should", "will",
"would" and similar expressions are often intended to identify
forward-looking statements, which include underlying assumptions,
although not all forward-looking statements contain these
identifying words. By their nature, forward-looking statements
involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific, that contribute to the
possibility that the predictions, forecasts, projections and other
things contemplated by the forward-looking statements will not
occur. We caution readers not to place undue reliance on these
statements as a number of important factors could cause our actual
results to differ materially from the beliefs, outlooks, plans,
objectives, expectations, anticipations, estimates and intentions
expressed in such forward-looking statements. Although our
management believes that the expectations represented by such
forward-looking statements are reasonable, there is significant
risk that the forward-looking statements may not be achieved, and
the underlying assumptions thereto will not prove to be accurate.
Forward-looking statements in this news release include, but are
not limited to, statements about: the Company potentially entering
into a transaction designed to enhance shareholder value (a
"potential transaction"); the Company's commercialization plans for
its lead product, MOZOBIL; the potential increase in shareholder
value expected if the Company achieves its clinical and
commercialization milestones for MOZOBIL and its secondary clinical
stage product, AMD070; the Company's expectation that other offers
to acquire all of the issued and outstanding common shares of the
Company may occur; the Company's expected release of top-line data
and successful results from two pivotal Phase III studies for the
use of MOZOBIL in cancer patients undergoing stem cell
transplantation; the Company's plans to file a new drug application
("NDA") for marketing approval with the U.S. FDA by the fourth
quarter of 2007 and with Canadian and European regulators in 2008;
the Company's expectation that in the next few months it will
initiate clinical studies for MOZOBIL for use as a chemosensitizer
for treatment of leukemia patients; the Company's expectation that
it will present updated clinical data on the development of AMD070
in HIV patients at the CROI to be held in Los Angeles, California
in February 2007; and the Company's expectation that it will
present additional data relating to MOZOBIL at the ASH to be held
in Orlando, Florida from December 9 to 13, 2006. With respect to
the forward-looking statements contained in this news release, the
Company has made numerous assumptions regarding, among other
things: the Company's ability to enter into a potential transaction
on commercially acceptable financial terms, or at all; the
Company's ability to commercialize MOZOBIL; the Company's ability
to achieve its clinical and commercialization milestones for
MOZOBIL and its secondary clinical stage product, AMD070, and the
resulting increase in shareholder value; the Company's ability to
release top-line data from its two pivotal Phase III studies for
the use of MOZOBIL in cancer patients undergoing stem cell
transplantation; the Company's ability to file a NDA for marketing
approval with the U.S. FDA by the fourth quarter of 2007 and with
Canadian and European regulators in 2008; the Company's ability to
initiate its clinical studies for MOZOBIL for use as a
chemosensitizer for treatment of leukemia patients in 2007; the
Company's ability to present updated data on the development of
AMD070 in HIV patients in February 2007; and the Company's ability
to present additional data relating to MOZOBIL in December 2006.
The foregoing list of assumptions is not exhaustive. Actual results
or events could differ materially from the plans, intentions and
expectations expressed or implied in any forward-looking
statements, including the underlying assumptions thereto, as a
result of numerous risks, uncertainties and other factors
including: the Company may not be able to enter into a potential
transaction on commercially acceptable financial terms, or at all;
the consummation of a potential transaction might not lead to
increased shareholder value; the Company may not receive other
offers to acquire all of its issued and outstanding common shares;
the Company may not be able to develop and obtain regulatory
approval for MOZOBIL in stem cell transplant indications and any
future product candidates in the Company's targeted indications;
the Company may not be able to establish marketing and sales
capabilities for MOZOBIL; the costs of launching MOZOBIL in stem
cell transplant indications and any future products in the
Company's targeted indications may be greater than anticipated; the
Company may not be able to achieve its clinical and
commercialization milestones for its second clinical stage product,
AMD070; the Company may not be able to present updated data on the
development of AMD070 in HIV patients in February 2007; the Company
may not be able to present additional data relating to MOZOBIL in
December 2006; the Company relies on third parties for the
continued supply and manufacture of MOZOBIL; the Company may face
unknown risks related to intellectual property matters; and the
Company may face competition from other pharmaceutical or
biotechnology companies. Although we have attempted to identify the
forward-looking statements, the underlying assumptions, and the
risks, uncertainties and other factors that could cause actual
results or events to differ materially from those expressed or
implied in the forward-looking statements, there may be other
factors that cause actual results or events to differ from those
expressed or implied in the forward-looking statements. We
undertake no obligation to revise or update any forward-looking
statements as a result of new information, future events or
otherwise, after the date hereof, except as may be required by law.
CONTACT: Kenneth Galbraith, Chairman and Interim CEO, Tel: (604)
889-5320; Media Contact, Shafiq Jamal, James Hoggan &
Associates, Tel: (604) 739-7500, Email: DATASOURCE: AnorMED Inc.
CONTACT: Kenneth Galbraith, Chairman and Interim CEO, Tel: (604)
889-5320; Media Contact, Shafiq Jamal, James Hoggan &
Associates, Tel: (604) 739-7500, Email:
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