Delaware Court Approves Bioenvision, Genzyme Joint Petition
October 10 2007 - 2:57PM
PR Newswire (US)
Special Meeting to be Reconvened on October 22 NEW YORK and
CAMBRIDGE, Mass., Oct. 10 /PRNewswire-FirstCall/ -- Bioenvision,
Inc. (NASDAQ:BIVN) and Genzyme Corporation (NASDAQ:GENZ) announced
today that the Court of Chancery of the State of Delaware granted a
petition filed yesterday by both companies to reconvene
Bioenvision's special stockholder meeting on October 22 to vote on
the merger agreement between Bioenvision and Genzyme. Under the
Chancery Court's order, Bioenvision will reconvene the special
meeting of stockholders on October 22, 2007 and reopen the polls to
ensure that all Bioenvision stockholders as of the record date of
September 5, 2007 are afforded an opportunity to vote for or
against the adoption of the Merger Agreement and for those votes to
be properly counted. Bioenvision will accept for consideration all
votes, proxies or ballots related to the merger agreement delivered
by any record holder. Bioenvision stockholders are not obligated to
take any action or they could change their votes if they chose or
vote even if they have not previously cast a vote on this matter.
Appraisal rights are available to all Bioenvision stockholders
prior to the taking of the vote on October 22. Bioenvision will
provide additional information concerning the reconvened special
meeting to all stockholders on the Record Date in a mailing to be
sent October 11, 2007. Based on a preliminary count of the votes
received through October 5, 2007, approximately 55 percent of
issued and outstanding shares have voted in favor of the merger.
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 Bioenvision's 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: . Banks and brokerages can contact The
Altman Group at (201) 806-7300. About Bioenvision Bioenvision's
primary focus is the acquisition, development, and marketing of
compounds and technologies for the treatment of cancer.
Bioenvision's product pipeline is focused on: Evoltra(R)
(clofarabine) and Modrenal(R). For more information on Bioenvision
please visit our website at http://www.bioenvision.com/ . 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
9,500 employees in locations spanning the globe and 2006 revenues
of $3.2 billion. In 2007, Genzyme was chosen to receive the
National Medal of Technology, the highest honor awarded by the
President of the United States for technological innovation. In
2006 and 2007, Genzyme was 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. Bioenvision Safe Harbor Certain statements contained
in this press release are "forward-looking" statements, including
express or implied statements regarding the future approval by
Bioenvision's 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 Bioenvision's
compounds under development in particular; the potential failure of
Bioenvision's compounds under development to prove safe and
effective for treatment of disease; uncertainties inherent in the
early stage of Bioenvision's 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 Bioenvision's
business, structure or projections; the development of competing
products; uncertainties related to Bioenvision's dependence on
third parties and partners; and those risks described in
Bioenvision's 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. Genzyme Safe
Harbor This press release contains forward-looking statements,
including statements about the closing of acquisition of
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 possibility that
the transaction is not completed; the possibility that certain
closing conditions are not met, and the other risks and
uncertainties described in reports filed by Genzyme with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, including without limitation the
information under the heading "Risk Factors" in the Management's
Discussion and Analysis of Financial Condition and Results of
Operations section of the Genzyme Quarterly Report on Form 10-Q for
the quarter ending June 30, 2007. Genzyme cautions investors not to
place substantial reliance on the forward-looking statements
contained in this press release. These statements speak only as of
the date of this press release, and Genzyme undertakes no
obligation to update or revise the statements. Genzyme(R) and
Clolar(R) are registered trademarks of Genzyme Corporation.
Evoltra(R) is a registered trademark of Bioenvision, Inc. 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.
CONTACTS: For Genzyme For Bioenvision Catherine E. Forte
(investors) James S. Scibetta (investors) (617) 768-6881 (212)
750-6700 Maria E. Cantor (media) Sondra S. Newman (media) (617)
768-6690 (617) 877-5687 DATASOURCE: Genzyme CONTACT: Investors,
Catherine E. Forte of Genzyme, +1-617-768-6881, or James S.
Scibetta of Bioenvision, +1-212-750-6700; or Media, Maria E. Cantor
of Genzyme, +1-617-768-6690, or Sondra S. Newman of Bioenvision,
+1-617-877-5687 Web site: http://www.genzyme.com/
http://www.bioenvision.com/ Company News On-Call:
http://www.prnewswire.com/comp/113803.html
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