Bioenvision
Adjourns Special Meeting of Stockholders
-Meeting
to Adjourn Until October 5-
New York, NY-
(October
4, 2007)-Bioenvision, Inc. (NASDAQ: BIVN) announced that, at a special meeting
of stockholders held today, Bioenvision stockholders voted to adjourn the
meeting 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).
The special meeting of
stockholders is scheduled to reconvene tomorrow, 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 during the
adjournment. Bioenvisions board of
directors has unanimously 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 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 investor 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.
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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