Bioenvision Inc (Other) (DEFA14A)
September 20 2007 - 2:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
x
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Filed by a Party other than the
Registrant
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Check the appropriate
box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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BIOENVISION,
INC.
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(Name of
Registrant as Specified In Its Charter)
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(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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This filing consists of a letter from Bioenvision, Inc. to its
stockholders.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In connection with the
proposed acquisition of Bioenvision, Inc. (Bioenvision) by Genzyme
Corporation (Genzyme) and the required approval of the transaction by
Bioenvisions stockholders, Bioenvision filed a definitive proxy statement and
other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC) on September 7, 2007. Stockholders of Bioenvision
are urged to read the definitive proxy statement and any other relevant
documents because they contain important information. Investors and security
holders can obtain free copies of the definitive proxy statement and other
relevant documents when they become available by contacting Bioenvision
Investor Relations at (212) 750-6700 ext. 160. In addition, documents filed
with the SEC by both Genzyme and Bioenvision are available free of charge at
the SECs web site at http://www.sec.gov.
Information regarding the
identity of the persons who may, under SEC rules, be deemed to be participants
in the solicitation of stockholders of Bioenvision in connection with the
transaction, and their interests in the solicitation, is set forth in the proxy
materials filed by Bioenvision with the SEC.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in the letter 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 and
regarding Bioenvision obtaining regulatory approval of its products.
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 the letter are current as of the date hereof only.
2
REMINDER YOUR VOTE IS VERY IMPORTANT
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Dear
Stockholder:
We recently sent you very important proxy material
for the Special Meeting of Stockholders to be held October 4, 2007 to approve
the merger of Bioenvision, Inc. with Genzyme Corporation. In order for you to
receive the merger consideration of $5.60 per share in cash, we need a majority
of all outstanding common stock and preferred stock to be voted FOR the
approval of the merger agreement.
According to our latest records, your vote has not yet been received.
Time is short please vote your proxy by telephone,
Internet or mail
today
!
Your vote is important to us and we need your
support.
A failure to cast any vote FOR the proposal to approve the merger
agreement will have the same effect as a vote AGAINST the proposal to approve
the merger agreement.
Therefore, regardless of the number of shares you own, it is important
they be represented at the meeting. Even if you plan to attend the meeting,
please vote your shares now so that your vote can be counted without delay.
For the reasons set forth
in the proxy statement dated September 7, 2007,
your
board of directors, by unanimous vote and after careful consideration,
recommends that Bioenvision shareholders vote (1) FOR
the approval of the merger agreement, (2)
FOR the
adjournment or postponement of the Special Meeting, if necessary or
appropriate, to solicit additional proxies and (3) FOR such other proposals,
if any, as may properly be brought before the Special Meeting or any
adjournment or postponement thereof, including proposals related to any
procedural matters incident thereto
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Your board of
directors strongly believes that the proposed merger allows shareholders to
maximize the value of their investment in Bioenvision.
Follow the simple instructions on the enclosed
proxy voting form to vote your shares by phone, Internet or by mail.
Remember,
your broker cannot vote your shares unless you instruct him or her to do so and
a failure to vote FOR the proposal to approve the merger agreement is the
same as a vote AGAINST the proposal to approve the merger agreement.
If you have any questions relating to this
shareholder meeting or voting your shares, you may call our proxy solicitor,
The Altman Group, toll-free at (800) 622-1642.
Thank you in advance for your support and for acting
promptly.
On behalf of your Board of Directors,
/s/ Christopher B. Wood
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Christopher B. Wood
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Chairman and Chief Executive Officer
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If you have recently submitted your proxy,
please accept our
thanks and disregard this request.
Bioenvision, Inc.
345 Park Avenue, 41 Floor
New York, NY 10154
Phone : 212-750-6700 / Fax 212-750-6777
3
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