VANCOUVER, Oct. 10 /PRNewswire-FirstCall/ -- AnorMED Inc.
(NASDAQ:ANOR; TSX:AOM) announced today that it has received a
proposal from Genzyme Corporation (NASDAQ:GENZ), acting through its
wholly owned subsidiary, Dematal Corp. ("Genzyme"), to acquire all
of the outstanding shares of AnorMED by amending the bid price of
its existing tender offer from US$8.55 to US$13.50 per share.
Genzyme's proposal indicates that the transaction would be fully
financed from its existing cash and that the transaction is not
subject to any financing contingency or financing arrangements.
Genzyme's proposal is conditioned upon (1) AnorMED determining that
Genzyme's proposal constitutes a "superior proposal" (as such term
is used in AnorMED's support agreement with Millennium
Pharmaceuticals, Inc. ("Millennium") (NASDAQ:MLNM)) and notifying
Millennium of that determination on or prior to 4:00 p.m.
(Vancouver time) on Wednesday, October 11, 2006, and (2) AnorMED
executing a support agreement with Genzyme on or prior to 5:30 p.m.
(Boston time) on Tuesday, October 17, 2006. Genzyme has requested
certain non public information provided by AnorMED to Millennium in
connection with the Millennium support agreement. Genzyme has
indicated that its proposal contemplates that no new materially
adverse information regarding AnorMED is disclosed to Genzyme in
such information. Genzyme has provided to AnorMED a proposed form
of support agreement, which Genzyme indicates is substantially the
same as the support agreement AnorMED entered into with Millennium.
Genzyme's proposed support agreement contemplates that Genzyme
would enter into shareholder support agreements with Kenneth
Galbraith, AnorMED's Chairman and Interim Chief Executive Officer,
and the Baker Brothers' affiliates. AnorMED intends to review
Genzyme's proposal and have its Board of Directors determine, after
receiving the advice of its financial and legal advisors, whether
or not Genzyme's proposal constitutes a "superior proposal" under
the Millennium support agreement. As part of this process, AnorMED
is reviewing the differences between the support agreement proposed
by Genzyme and the existing Millennium support agreement. Certain
of these differences may be considered by AnorMED's Board of
Directors to be substantial. Changes to the proposed support
agreement with Genzyme may be considered necessary by AnorMED's
Board of Directors in the current circumstances for Genzyme's
proposal to be a superior proposal, to ensure that the Board of
Directors is protecting shareholder interests and to maximize
shareholder value. Under the terms of the Millennium support
agreement, AnorMED can withdraw, modify or change its support
regarding the Millennium tender offer, or approve, recommend or
enter into an agreement in respect of a superior proposal, only in
the instance that its Board of Directors receives a superior
proposal prior to the expiry of the Millennium tender offer.
Millennium is entitled to not less than three business days from
the date of notice from AnorMED of the superior proposal to
exercise its right to match such superior proposal. If AnorMED's
Board of Directors accepts a superior proposal after Millennium
decides not to match such a proposal, Millennium may be entitled to
a payment of US$19.5 million from AnorMED. AnorMED's Board of
Directors has not determined that the Genzyme proposal is a
superior proposal as defined in the Millennium support agreement.
Accordingly, AnorMED's Board of Directors continues to recommend
that shareholders accept the tender offer by Millennium to acquire
all of the outstanding common shares of AnorMED for a price of
US$12.00 per share in cash. AnorMED's Board of Directors maintains
its unanimous recommendation for shareholders to reject Genzyme's
tender offer of US$8.55 per common share in cash and not to tender
their common shares to Genzyme. If shareholders have already
tendered their common shares to Genzyme's tender offer, the Board
of Directors recommends that shareholders withdraw them
immediately. For assistance in withdrawing their common shares,
shareholders are urged to contact their broker or Kingsdale
Shareholder Services Inc. at toll free 1-866-639-3460. 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
which AnorMED's Board of Directors recommended that shareholders
reject the September 1, 2006 unsolicited offer from Dematal Corp.,
a wholly-owned subsidiary of Genzyme Corporation. On October 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 which
AnorMED's Board of Directors recommended that shareholders accept
the October 5, 2006 offer from Sidney Acquisitions ULC, an indirect
wholly-owned subsidiary of Millennium Pharmaceuticals, Inc. These
Directors' Circulars describe the reasons for the Board's
recommendation that shareholders reject the Genzyme Offer and
accept the Millennium Offer. Investors and shareholders are
strongly advised to read the Directors' Circulars 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' Circulars at http://www.sedar.com/
and the Tender Offer Solicitation/Recommendation Statements on
Schedule 14D-9 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' CIRCULARS OR TENDER OFFER
SOLICITATION/RECOMMENDATION STATEMENTS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE GENZYME OFFER AND MILLENNIUM OFFER. 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 potential increase in Genzyme's
offer to acquire all outstanding shares of AnorMED for US $13.50
per share in cash, contingent upon AnorMED executing a support
agreement with Genzyme; AnorMED's expectation that Millennium may
be entitled to payment of US$19.5 million from AnorMED if AnorMED's
Board accepts a superior proposal that Millennium decides not to
match; AnorMED's plans to file a NDA for marketing approval with
the U.S. FDA in the second half of 2007, and with Canadian and
European regulators in 2008; AnorMED's expectation that it will
initiate clinical studies for MOZOBIL for use as a chemosensitizer
for treatment of leukemia patients; and AnorMED's expectation that
it can clinically develop its second product, AMD070, now in Phase
I/II clinical trials in HIV patients. With respect to the
forward-looking statements contained in this news release, the
Company has made numerous assumptions regarding, among other
things: Genzyme's ability to increase its offer to acquire all
outstanding shares of AnorMED for US $13.50 per share in cash;
AnorMED's ability to pay Millennium US$19.5 million if AnorMED's
Board accepts a superior proposal that Millennium decides not to
match; Genzyme's ability to revise its offer to meet the
requirements of a competing superior proposal as specified in the
support agreement entered into between AnorMED and Millennium;
AnorMED's ability to file a NDA for marketing approval with the
U.S. FDA in the second half of 2007, and with Canadian and European
regulators in 2008; AnorMED's ability to initiate its clinical
studies for MOZOBIL for use as a chemosensitizer for treatment of
leukemia patients; and AnorMED's ability to clinically develop its
second product, AMD070, now in Phase I/II clinical trials in HIV
patients. 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 increase its offer
to acquire all outstanding shares of AnorMED for US $13.50 per
share in cash; there can be no assurance that the Genzyme proposal
will lead to a definitive agreement with respect to the making of a
superior proposal by Genzyme to shareholders; AnorMED may not have
the ability to pay Millennium US$19.5 million if AnorMED's Board
accepts a superior proposal that Millennium decides not to match;
AnorMED may not have the ability to file a NDA for marketing
approval with the U.S. FDA in the second half of 2007, and with
Canadian and European regulators in 2008; AnorMED may not have the
ability to initiate its clinical studies for MOZOBIL for use as a
chemosensitizer for treatment of leukemia patients; AnorMED may not
have the ability to clinically develop its second product, AMD070,
now in Phase I/II clinical trials in HIV patients; AnorMED may not
be able to develop and obtain regulatory approval for MOZOBIL in
stem cell transplant indications and any future product candidates
in its targeted indications; AnorMED may not be able to establish
marketing and sales capabilities for launching MOZOBIL in stem cell
transplant indications; the costs of any future products in
AnorMED's targeted indications may be greater than anticipated;
AnorMED relies on third parties for the continued supply and
manufacture of MOZOBIL; AnorMED may face unknown risks related to
intellectual property matters; and AnorMED 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. 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
"CAUTION REGARDING FORWARD-LOOKING STATEMENTS" in the Company's
Directors' Circular dated September 5, 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 or Kim Nelson, Ph.D., Manager, Investor
Relations, Tel: (604) 532-4654, Email: ; 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 or Kim
Nelson, Ph.D., Manager, Investor Relations, Tel: (604) 532-4654,
Email: ; 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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