VANCOUVER, Sept. 26 /PRNewswire-FirstCall/ -- AnorMED Inc. (
NASDAQ:ANOR; TSX: AOM) today announced its Board of Directors has
entered into a support agreement with respect to a planned tender
offer by a wholly-owned subsidiary of Millennium Pharmaceuticals,
Inc. (NASDAQ:MLNM) under which Millennium would acquire all of the
outstanding common shares of AnorMED, including all common shares
issuable on the exercise of outstanding stock options, for US$12.00
per share in cash. AnorMED said its Board of Directors, with the
assistance of its legal and financial advisors: i) determined that
the planned Millennium offer is fair to all shareholders, ii)
approved the support agreement with Millennium and iii) agreed to
recommend that shareholders accept the Millennium offer on the
terms contemplated by the support agreement when the offer is
formally commenced. The planned tender offer by Millennium
represents a 21% premium to the closing price of AnorMED's common
shares on September 25, 2006, and a 40% premium to the unsolicited
tender offer commenced by Genzyme Corp. (NASDAQ:GENZ) on September
1, 2006. The support agreement also provides the AnorMED Board with
the ability to withdraw, modify or change its support regarding a
Millennium tender offer if the Board receives a superior competing
proposal prior to the expiry of a Millennium tender offer.
Millennium has the right to match any such superior proposal made
by another bidder. If AnorMED's Board accepts a superior proposal
after Millennium decides not to match such proposal, Millennium
will be entitled to a payment of US$19.5 million from AnorMED.
Goldman, Sachs & Co. acted as exclusive financial advisor to
AnorMED. Kenneth Galbraith, Chairman of the Board and Interim Chief
Executive Officer of AnorMED, said, "In the three weeks since the
launch of the unsolicited tender offer by Genzyme, we have
conducted an open, timely, competitive process to consider
strategic alternatives that would provide greater value for
shareholders than the unsolicited tender offer by Genzyme at
US$8.55 per common share." "We believe that the planned tender
offer by Millennium will provide our shareholders with an immediate
and certain value for their investment in AnorMED," added
Galbraith. Both AnorMED's largest shareholder and its Chairman, who
collectively hold approximately 21.5% of the outstanding common
shares of AnorMED, on a fully diluted basis, have entered into
agreements with Millennium to tender their shares to Millennium's
bid when it is commenced, subject to their ability to withdraw such
support in the event of a superior competing proposal prior to the
expiry of a Millennium tender offer. Completion of the tender offer
is subject to certain customary conditions, including shareholders
tendering at least 66 2/3 percent of the outstanding common shares,
on a fully-diluted basis and the receipt of certain regulatory
approvals. When the formal offer is commenced by Millennium,
AnorMED will file with the U.S. Securities and Exchange Commission
(the "SEC") and applicable securities commissions in Canada, a
Directors' Circular and Tender Offer Solicitation/Recommendation
Statement on Schedule 14D-9 that will contain important information
for shareholders to read, including the Board's recommendation
regarding the offer. The Directors' Circular will be available free
of charge on the SEC's website at http://www.sec.gov/, at
http://www.sedar.com/ or from AnorMED's Secretary at Suite 200 -
20353 64th Avenue, Langley, British Columbia, Canada V2Y 1N5;
telephone (604) 530-1057. Other reports filed by or furnished to
the SEC and applicable securities commission in Canada by AnorMED
may be obtained free of charge at http://www.sec.gov/,
http://www.sedar.com/ or from AnorMED's Secretary. Update on the
Genzyme Offer The Board of Directors of AnorMED maintains its
unanimous recommendation for shareholders to reject the Genzyme
Offer of US$ 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 the Genzyme 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. The Directors'
Circular describes the reasons for the Board's recommendation that
shareholders reject the Genzyme Offer. Investors and shareholders
are strongly advised to read the Directors' Circular and Tender
Offer Solicitation/Recommendation Statement 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 at http://www.sedar.com/
and the Tender Offer Solicitation/Recommendation Statement 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 commission 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 OR TENDER OFFER SOLICITATION/RECOMMENDATION
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE GENZYME
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. About Millennium Millennium Pharmaceuticals, Inc., a
leading biopharmaceutical company based in Cambridge, Mass.,
markets VELCADE, a novel cancer product, and has a robust clinical
development pipeline of product candidates. The Company's research,
development and commercialization activities are focused in two
therapeutic areas: oncology and inflammation. By applying its
knowledge of the human genome, understanding of disease mechanisms
and industrialized drug discovery platform, Millennium is
developing an exciting pipeline of innovative product candidates.
The Company's website is http://www.millennium.com/. 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 planned tender offer by a
wholly-owned subsidiary of Millennium under which Millennium would
acquire all of the outstanding common shares of AnorMED, including
all common shares issuable on the exercise of outstanding stock
options, for US$12.00 per share in cash; AnorMED's Boards'
expectation that it will recommend that shareholders accept the
Millennium offer when it is commenced; the possibility that
AnorMED's Board may receive a superior competing proposal prior to
the expiry of a Millennium tender offer; AnorMED's expectation that
Millennium will 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 expectation that its
largest shareholder and chairman will tender their shares to the
Millennium tender offer; AnorMED's expectation that, when a formal
offer is commenced by Millennium, AnorMED will file with the SEC
and applicable securities commissions in Canada, a Directors'
Circular and Tender Offer Solicitation/Recommendation Statement on
Schedule 14D-9 that will contain important information for
shareholders to read, including the Board's recommendation
regarding the offer; 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: Millennium's ability to complete a tender offer for
US$12.00 per share in cash, which includes Millennium's ability to
acquire at least 66 2/3 percent of AnorMED's outstanding common
shares, on a fully-diluted basis, and Millennium's ability to
receive certain regulatory approvals required to complete the
tender offer; AnorMED's ability to pay Millennium US$19.5 million
if AnorMED's Board accepts a superior proposal that Millennium
decides not to match; AnorMED's ability, when a formal offer is
commenced by Millennium, to file with the SEC and applicable
securities commissions in Canada, a Directors' Circular and Tender
Offer Solicitation/Recommendation Statement on Schedule 14D-9;
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: Millennium may not have the ability to, among other
things, acquire at least 66 2/3 percent of AnorMED's outstanding
common shares, on a fully-diluted basis and receive the regulatory
approvals required in order to complete the tender offer for
US$12.00 per share; AnorMED's Board may not receive a superior
competing proposal prior to the expiry of a Millennium tender
offer; 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 with the SEC and applicable securities commissions in
Canada, a Directors' Circular and Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9, when a
formal offer is commenced by Millennium; AnorMED's largest
shareholder and chairman may withdraw, modify or change their
support regarding a Millennium tender offer if the Board accepts a
superior competing proposal prior to the expiry of a Millennium
tender offer; 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; Kim Nelson, Ph.D.,
Manager, Investor Relations, Tel: (604) 532-4654, Cell: (604)
614-2886, Email: ; Media Contact: Karen Cook, James Hoggan &
Associates, Tel: (604) 742-4252 or 739-7500, Email: DATASOURCE:
AnorMED Inc. CONTACT: Company Contact: Kenneth Galbraith, Chairman
and Interim CEO, Tel: (604) 889-5320; Kim Nelson, Ph.D., Manager,
Investor Relations, Tel: (604) 532-4654, Cell: (604) 614-2886,
Email: ; Media Contact: Karen Cook, James Hoggan & Associates,
Tel: (604) 742-4252 or 739-7500, Email:
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