Genzyme Extends Tender Offer to Acquire Bioenvision, Inc.
03 July 2007 - 12:45AM
PR Newswire (US)
Waives Minimum Tender Condition; 100 Percent of Preferred Shares
Now Tendered CAMBRIDGE, Mass., July 2 /PRNewswire-FirstCall/ --
Genzyme Corporation (NASDAQ:GENZ) announced today that it is
waiving the condition to its tender offer that it acquire at least
50 percent of the outstanding shares of common stock of
Bioenvision, Inc. (NASDAQ:BIVN) and that it is extending the tender
offer for all outstanding shares of common and preferred stock of
Bioenvision until 12:01 a.m. on July 10, 2007. As of 12:01 a.m.
this morning, Genzyme has received a preliminary number of tenders
representing approximately 26 percent of the outstanding shares of
Bioenvision on an as-converted basis, including shares tendered by
directors and senior executives of Bioenvision. The shares tendered
include approximately 20 percent of the outstanding shares of
Bioenvision common stock and 100 percent of the outstanding shares
of preferred stock. The preferred stock that has been tendered can
be converted into common stock at an approximately two-to-one ratio
and carries with it several additional features, including a
separate class vote to approve any merger or business combination
of Bioenvision, as well as a separate class vote to approve the
authorization of any additional shares of Bioenvision common stock.
In addition to the separate class vote on a merger or share
authorization, the preferred stock votes together with the common
stock on such matters. Under the merger agreement reached between
Genzyme and Bioenvision on May 29, 2007, Bioenvision remains
obligated to pursue a merger with Genzyme. Bioenvision's ability to
terminate the merger agreement upon receiving a superior proposal
would expire upon Genzyme's acceptance of the tendered shares. The
process to hold a meeting to vote on the proposed merger may take
up to 60 days or longer. If the merger were not to close, Genzyme
would remain a significant common stockholder of Bioenvision and
hold all the preferred stock of the company, along with its
attendant rights, including the right to approve or disapprove any
merger. "We are proceeding with this transaction and expect that
Genzyme will purchase all Bioenvision shares tendered as of the new
expiration date," stated Mark J. Enyedy, president of Genzyme
Oncology, a business unit of Genzyme Corporation. "We look forward
to the remaining Bioenvision shareholders tendering their shares
and the vote on the proposed merger. Regardless of the outcome of
these transactions, we are committed to playing an active and
constructive role as a significant long-term shareholder of
Bioenvision in bringing these important therapies to patients
worldwide." Genzyme agreed on May 29, 2007 to acquire Bioenvision
in an all-cash transaction valued at $5.60 per outstanding common
share and $11.20 per outstanding preferred share (plus accrued but
unpaid dividends), or approximately $345 million. Genzyme may elect
to extend its offer again by giving notice of such extension to
Bioenvision shareholders, a copy of which will be filed with the
Securities and Exchange Commission and which should also be made
available through the Internet at http://www.sec.gov/. 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
9,000 employees in locations spanning the globe and 2006 revenues
of $3.2 billion. Genzyme has been 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. Important Information Regarding the Tender Offer As
of 12:01 a.m. on July 2, 2007, a preliminary total of approximately
11,140,630 shares of Bioenvision common stock and 2,250,000 shares
of Bioenvision preferred stock had been tendered and not withdrawn.
Bioenvision investors and security holders are urged to read the
disclosure documents filed with the Securities and Exchange
Commission (the "SEC") from time to time, including the tender
offer statement filed on June 4, 2007, as amended, regarding the
tender offer by Genzyme's wholly owned subsidiary, Wichita Bio
Corporation, for all of the outstanding shares of Bioenvision, Inc.
Investors and security holders may obtain a free copy of the
disclosure documents and other documents filed by Genzyme or
Wichita Bio with the SEC at the SEC's website at
http://www.sec.gov/. In addition, documents filed with the SEC by
Genzyme or Wichita Bio may be obtained free of charge from Genzyme
by directing a request to Sally Curley at (617)768-6140. Safe
Harbor Statement This press release contains forward-looking
statements, including the statements regarding: expectations on the
completion of the tender offer, Genzyme's anticipated ownership
stake in Bioenvision at the conclusion of the tender offer and
expectations on the timing and success of a merger vote. 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 other closing conditions will
not be met; uncertainty regarding the Bioenvision shares that will
be tendered as of the new expiration date and that a merger vote
may not be successful. We caution investors not to place undue
reliance on the forward-looking statements contained in this
document. These statements speak only as of the date of this
document and we undertake no obligation to update or revise the
statements. Genzyme(R) is a registered trademark of Genzyme
Corporation. 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. Investors Media Carol Miceli Maria Cantor (617)
768-6602 (617) 768-6690 DATASOURCE: Genzyme Corporation CONTACT:
Investors, Carol Miceli, +1-617-768-6602 or Media, Maria Cantor,
+1-617-768-6690, both of Genzyme Corporation Web site:
http://www.genzyme.com/ Company News On-Call:
http://www.prnewswire.com/comp/104284.html
Copyright
Bioenvision (NASDAQ:BIVN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Bioenvision (NASDAQ:BIVN)
Historical Stock Chart
From Sep 2023 to Sep 2024