AnorMED Board Recommends Shareholders Accept Genzyme Offer LANGLEY,
BC, Nov. 3 /PRNewswire-FirstCall/ -- AnorMED Inc. ("AnorMED" or the
"Company") (NASDAQ:ANOR; TSX:AOM) today released its financial
results for Q2 Fiscal 2007 ended September 30, 2006 and provided an
update on the recommendation by its Board that shareholders accept
the proposed offer by Genzyme Corporation (NASDAQ:GENZ) to purchase
all of the outstanding common shares of AnorMED including all
common shares issuable on the exercise of outstanding stock
options, for U.S.$13.50 per share in cash. The Genzyme offer
expires at 8:00 a.m. (Vancouver time) on November 7, 2006. Key
Developments for the Second Fiscal Quarter - AnorMED and Genzyme
reached an agreement on acquisition - On October 17, 2006, Genzyme
and AnorMED executed a mutually beneficial support agreement under
which Genzyme would acquire AnorMED in an all cash transaction
valued at U.S.$13.50 per outstanding share, or approximately
U.S.$580 million. - Completed 100% patient enrollment in both Phase
III trials for MOZOBIL - On October 23, 2006 the Company announced
that enrollment was completed for its Phase III non-Hodgkin's
lymphoma trial. Enrollment of the Phase III multiple myeloma trial
was completed on July 10th of this year. Top line data for both
Phase III trials are expected to be announced in the first half of
2007. - Received U.S. $6 million in milestone payments from Shire
Pharmaceutical Group, plc - Shire Pharmaceutical Group received
regulatory approvals in Germany on September 8, 2006 and in the
United Kingdom on September 20, 2006 for FOSRENOL triggering
milestone payments to the Company totalling U.S.$6 million which
were received on October 10, 2006. - Amended licensing agreement
with Poniard Pharmaceuticals to strengthen balance sheet -
Effective September 18, 2006, the Company amended the April 2004
license agreement with Poniard Pharmaceuticals for its proprietary
anti-cancer drug picoplatin. Under the terms of the amendment,
AnorMED received from Poniard U.S.$5 million on October 12, 2006
and will receive an additional cash payment of U.S.$5 million by
March 31, 2007. The cash is in consideration for the expansion of
licensed territories for picoplatin to worldwide, including Japan,
foregoing future development milestones and receiving reduced
royalty payments. AnorMED will continue to be eligible to receive a
reduced potential partnership revenue stream from Poniard within
the first year of this amendment as well as single digit royalty
payments on product sales assuming future marketing approval; the
Company retains a total of U.S.$5 million in commercialization
milestone payments if certain sales targets are achieved. -
Commenced trading of common shares on the NASDAQ Global Market - On
September 8, 2006 the Company's common shares were listed on the
NASDAQ Global Market, Inc. under the symbol "ANOR". Genzyme Tender
Offer On October 17, 2006, AnorMED and Genzyme announced that they
had executed a mutually beneficial support agreement under which
Genzyme will acquire AnorMED in an all cash transaction valued at
U.S.$13.50 per outstanding share, or approximately U.S.$580
million. Genzyme's acquisition of AnorMED will take the form of an
all cash tender offer to acquire all outstanding shares of AnorMED.
The offer will expire at 8:00 a.m. (Vancouver time) on November 7,
2006. Genzyme may elect to extend its existing offer again by
giving notice of such extension to AnorMED shareholders, a copy of
which will be filed with the securities regulatory authorities in
Canada and the United States and which should also be made
available by such authorities through the Internet at
http://www.sedar.com/ or http://www.sec.gov/. The support agreement
with Genzyme also provides AnorMED with the right to withdraw,
modify or change its support regarding Genzyme's tender offer of
U.S.$13.50 per share in cash only if AnorMED's Board of Directors
receives a superior proposal prior to the expiry of the Genzyme
tender offer. Genzyme has the right to match any such superior
proposal made by another bidder. If AnorMED's Board accepts a
superior proposal after Genzyme does not match such proposal,
Genzyme may be entitled to a payment of U.S.$19.5 million from
AnorMED. On September 5, 2006, AnorMED filed with the United States
and Canadian securities regulatory authorities a Directors'
Circular and Tender Offer Solicitation/Recommendation Statement on
Schedule 14D-9 in connection with the offer from Dematal Corp., a
wholly-owned subsidiary of Genzyme Corporation. On October 17,
2006, AnorMED filed with the United States and Canadian securities
regulatory authorities a Notice of Change to Directors' Circular
and an amendment to the Tender Offer Solicitation/Recommendation
Statement on Schedule 14D-9. The Directors' Circular, as
supplemented by the Notice of Change, describes the reasons for the
Board's recommendation that shareholders accept the Genzyme Offer.
Investors and shareholders are strongly advised to read the
Directors' Circular, Notice of Change and Tender Offer
Solicitation/Recommendation Statements on Schedule 14D-9, as well
as any amendments and supplements to those documents, because they
contain important information. Investors and shareholders may
obtain a copy of the Directors' Circular and Notice of Change at
http://www.sedar.com/ and the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 and the
amendments thereto from the SEC website at http://www.sec.gov/.
Free copies of these documents can also be obtained by directing a
request to 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 by AnorMED to the SEC
and applicable securities commissions in Canada may also be
obtained free of charge at http://www.sec.gov/,
http://www.sedar.com/ or from AnorMED's Secretary. More information
about AnorMED is available online at http://www.anormed.com/. YOU
SHOULD READ THE DIRECTORS' CIRCULAR AND NOTICE OF CHANGE, OR THE
TENDER OFFER SOLICITATION/RECOMMENDATION STATEMENT, AS AMENDED,
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE GENZYME OFFER.
Financial Results for the Second Quarter Ended September 30, 2006
The Company reported a net income of $3,225,000 (or $0.08 per
common share basic and diluted) for the fiscal quarter ended
September 30, 2006 as compared to a net loss of $18,112,000 (or
$0.44 per common share) in the first quarter of Fiscal 2007 and a
net loss of $9,225,000 (or $0.29 per common share) for the same
quarter in the previous fiscal year, Fiscal 2006. The positive net
income was the result of recognizing significantly increased
licensing revenue from Shire and Poniard offset by costs associated
with the tender offers during the quarter including legal and
advisory costs of approximately $1.8 million. The remainder of the
variance was due in part to the decreased expenditures in the
AMD070 program of approximately $1.3 million. As at September 30,
2006, the Company had total cash resources of approximately $37
million. The U.S.$19.5 million non-completion fee to Millennium
Pharmaceuticals Inc. was incurred and paid in October 2006. AnorMED
Inc. - Financial Highlights Second Quarter Report - 2007
CONSOLIDATED BALANCE SHEETS (In thousands of Canadian dollars, As
at As at except share numbers) September 30 March 31
-------------------------------------------------------------------------
2006 2006
-------------------------------------------------------------------------
(unaudited) (audited) ASSETS Current assets Cash and cash
equivalents $ 31,784 $ 56,758 Short-term investments 5,246 5,492
Accounts receivable 18,046 504 Prepaid expenses 1,218 1,353 Current
portion of security deposit 100 100 ------------ ------------
56,394 64,207 Long-term investment 159 282 Property and equipment,
net 3,889 3,679 ------------ ------------ $ 60,442 $ 68,168
------------ ------------ ------------ ------------ LIABILITIES AND
SHAREHOLDERS' EQUITY Current liabilities Accounts payable and
accrued liabilities $ 12,359 $ 9,034 Long-term severance
liabilities 196 - Shareholders' equity Share capital Issued and
outstanding: Common shares - 41,992,011 191,235 187,683 (March 31,
2006 - 41,229,405) Additional paid-in capital 3,102 2,891
Accumulated deficit (146,327) (131,440) Accumulated other
comprehensive loss (123) - ------------ ------------ 47,887 59,134
------------ ------------ $ 60,442 $ 68,168 ------------
------------ ------------ ------------ CONSOLIDATED STATEMENTS OF
OPERATIONS (In thousands of Canadian dollars, For the For the
except per share three months ended six months ended amounts)
September 30 September 30
-----------------------------------------------
------------------------- 2006 2005 2006 2005
-----------------------------------------------
------------------------- (unaudited) (unaudited) (unaudited)
(unaudited) Revenue Licensing $ 16,265 $ - $ 16,269 $ 25 Expenses
Research and development 7,909 6,732 18,377 13,545 General and
administrative 5,268 1,994 13,236 3,727 Amortization 256 212 474
420 ------------ ------------ ------------ ------------ 13,433
8,938 32,087 17,692 ------------ ------------ ------------
------------ Other income (expense) Interest and other income 481
389 1,063 803 Foreign exchange loss (88) (706) (132) (416)
------------ ------------ ------------ ------------ 393 (317) 931
387 ------------ ------------ ------------ ------------ Net income
(loss) $ 3,225 $ (9,255) $ (14,887) $ (17,280) ------------
------------ ------------ ------------ ------------ ------------
------------ ------------ Income (loss) per common share $ 0.08 $
(0.29) $ (0.36) $ (0.54) Diluted income (loss) per common share $
0.08 $ (0.29) $ (0.36) $ (0.54) CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY (In thousands of Canadian dollars, except
share Common Shares numbers) ------------------------- Accumulated
(unaudited) Number Amount deficit
-------------------------------------------------------------------------
Balance at March 31, 2006 41,229,405 $ 187,683 $ (131,440) Issued
for cash 3,750 23 - Issued on exercise of options 373,300 1,151 -
Stock-based compensation - - - Unrealized loss on
available-for-sale securities - - - Net loss - - (18,112)
Comprehensive loss for the period - - -
-------------------------------------------------------------------------
Balance at June 30, 2006 41,606,455 $ 188,857 $ (149,552) Issued
for cash 7,900 44 - Issued on exercise of options 377,656 2,334 -
Stock-based compensation - - - Unrealized loss on
available-for-sale securities - - - Net income - - 3,225
Comprehensive income for the period - - -
-------------------------------------------------------------------------
Balance at September 30, 2006 41,992,011 $ 191,235 $ (146,327)
----------------------------------------
---------------------------------------- (In thousands of Canadian
dollars, Accumulated except share Additional other Total numbers)
paid-in comprehensive Comprehensive shareholders' (unaudited)
capital loss loss equity
-------------------------------------------------------------------------
Balance at March 31, 2006 $ 2,891 $ - $ - $ 59,134 Issued for cash
- - - 23 Issued on exercise of options (132) - - 1,019 Stock-based
compensation 635 - - 635 Unrealized loss on available-for-sale
securities - (18) (18) (18) Net loss - - (18,112) (18,112)
------------- Comprehensive loss for the period - - $ (18,130)
-------------
-------------------------------------------------------------------------
Balance at June 30, 2006 $ 3,394 $ (18) - $ 42,681 Issued for cash
- - - 44 Issued on exercise of options (656) - - 1,678 Stock-based
compensation 364 - - 364 Unrealized loss on available-for-sale
securities - (105) (105) (105) Net income - - 3,225 3,225
------------- Comprehensive income for the period - - $ 3,120
-------------
-------------------------------------------------------------------------
Balance at September 30, 2006 $ 3,102 $ (123) - $ 47,887
-------------------------------------------------------
------------------------------------------------------- Common
Shares ------------------------ Accumulated Number Amount deficit
-------------------------------------------------------------------------
Balance at March 31, 2005 31,829,493 $ 153,786 $ (89,973) Issued
for cash 14,800 51 - Issued on exercise of options 1,399 7 -
Stock-based compensation - - - Net loss - - (8,025)
-------------------------------------------------------------------------
Balance at June 30, 2005 31,845,692 153,844 (97,998) Issued for
cash 1,000 3 - Issued on exercise of options 24,000 58 -
Stock-based compensation - - - Net loss - - (9,255)
-------------------------------------------------------------------------
Balance at September 30, 2005 31,870,692 $ 153,905 $ (107,253)
----------------------------------------
---------------------------------------- Accumulated Additional
other Total paid-in comprehensive Comprehensive shareholders'
capital loss loss equity
-------------------------------------------------------------------------
Balance at March 31, 2005 $ 1,698 $ - $ - $ 65,511 Issued for cash
- - - 51 Issued on exercise of options (3) - - 4 Stock-based
compensation 333 - - 333 Net loss - - - (8,025)
-------------------------------------------------------------------------
Balance at June 30, 2005 2,028 - - 57,874 Issued for cash - - - 3
Issued on exercise of options - - - 58 Stock-based compensation 305
- - 305 Net loss - - - (9,255)
-------------------------------------------------------------------------
Balance at September 30, 2005 $ 2,333 $ - - $ 48,985
-------------------------------------------------------
-------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS For the For the (In thousands
of three months ended six months ended Canadian dollars) September
30 September 30 -----------------------------------------------
------------------------- 2006 2005 2006 2005
-----------------------------------------------
------------------------- (unaudited) (unaudited) (unaudited)
(unaudited) Cash provided by (used in): Operations: Net income
(loss) $ 3,225 $ (9,255) $ (14,887) $ (17,280) Items not involving
cash Amortization 256 212 474 420 Loss on disposal of property and
equipment 1 3 3 14 Unrealized foreign exchange loss on long-term
investment - 15 - 11 Compensatory stock options 364 305 999 638
Adjustment to reconcile net income to net cash provided by
operating activities Accounts receivable (17,646) 42 (17,542) 213
Prepaid expenses (104) 53 135 133 Accounts payable and accrued
liabilities 2,365 553 3,325 194 Long-term severance liabilities
(646) - 196 - ------------ ------------ ------------ ------------
(12,185) (8,072) (27,297) (15,657) ------------ ------------
------------ ------------ Investments: Net sale of short-term
investments 951 13,082 246 4,952 Proceeds on disposal of property
and equipment - - - 16 Purchase of property and equipment (73)
(268) (687) (504) ------------ ------------ ------------
------------ 878 12,814 (441) 4,464 ------------ ------------
------------ ------------ Financing: Issuance of shares, net of
share issue costs 1,722 61 2,764 116 ------------ ------------
------------ ------------ Increase (decrease) in cash and cash
equivalents (9,585) 4,803 (24,974) (11,077) Cash and cash
equivalents, beginning of the period 41,369 41,954 56,758 57,834
------------ ------------ ------------ ------------ Cash and cash
equivalents, end of the period $ 31,784 $ 46,757 $ 31,784 $ 46,757
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ 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: a support agreement under which Genzyme will
acquire AnorMED in an all cash transaction valued at U.S.$13.50 per
outstanding share; the all cash tender offer expiring on November
7, 2006, unless extended by Genzyme; AnorMED's expectation that
Genzyme may be entitled to payment of U.S.$19.5 million from
AnorMED if AnorMED's Board accepts a superior proposal that Genzyme
decides not to match; AnorMED's expectation that top line data for
both MOZOBIL Phase III trials are expected to be announced in the
first half of 2007; and AnorMED's expectation that it will receive
U.S.$5 million by March 31, 2007 pursuant to the terms of an
amendment to its license agreement with Poniard for its proprietary
anti-cancer drug picoplatin. With respect to the forward-looking
statements contained in this news release, AnorMED has made
numerous assumptions regarding, among other things: Genzyme's
ability to acquire AnorMED in an all cash transaction valued at
U.S.$13.50 per outstanding share; the ability to obtain regulatory
approvals for MOZOBIL; AnorMED's ability to announce top line data
for both MOZOBIL Phase III trials in the first half of 2007; and
AnorMED's ability to receive U.S.$5 million by March 31, 2007
pursuant to the terms of an amendment to its license agreement with
Poniard for its proprietary anti-cancer drug picoplatin. 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: Genzyme may not have the ability to acquire AnorMED in
an all cash transaction valued at U.S.$13.50 per outstanding share;
AnorMED may not be able to announce top line data for both MOZOBIL
Phase III trials in the first half of 2007; AnorMED may not receive
U.S.$5 million by March 31, 2007 pursuant to the terms of an
amendment to its license agreement with Poniard for its proprietary
anti-cancer drug picoplatin; unknown risks related to intellectual
property matters; and 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. In addition
to the forward-looking statements and associated risks set out in
this news release, investors and shareholders are strongly advised
to refer to the additional assumptions and risks set out in the
section entitled "RISK FACTORS" in the Company's Short Form Base
Shelf Prospectus dated September 11, 2006, available free of charge
at http://www.sedar.com/ or from AnorMED's Secretary. 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: Company
Contact: Kenneth Galbraith, Chairman and Interim CEO, Tel: (604)
889-5320; Media Contact: Karen Cook, James Hoggan & Associates,
Tel: (604) 742-4252 or (604) 739-7500, Email: or Shafiq Jamal, Tel:
(604) 742-4269, Email: DATASOURCE: AnorMED Inc. CONTACT: Company
Contact: Kenneth Galbraith, Chairman and Interim CEO, Tel: (604)
889-5320; Media Contact: Karen Cook, James Hoggan & Associates,
Tel: (604) 742-4252 or (604) 739-7500, Email: or Shafiq Jamal, Tel:
(604) 742-4269, Email:
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