Former Executive Director of the World Bank and CEO of OMERS Nominated as Directors for Biovail Corporation's Board of Directors
12 May 2009 - 5:30AM
PR Newswire (US)
* Biovail Shareholders Asked to Support Two Independent Directors
That are Not Tied to Management or to Eugene Melnyk * TORONTO, May
11 /PRNewswire-FirstCall/ -- Biovail Corporation (TSX, NYSE: BVF)
shareholders today are being mailed a proxy circular in advance of
Biovail's annual and special meeting of shareholders scheduled to
be held on May 28, 2009 seeking support to elect the former
Executive Director of the World Bank and former CEO of OMERS as two
independent directors to the Biovail Board of Directors. The proxy
circular is being furnished to shareholders on behalf of Mr. Eugene
Melnyk and EM Holdings B.V. (the "Concerned Shareholders"). Mr.
Paul Haggis is the former President and CEO of OMERS (Ontario
Municipal Employees Retirement System) where he oversaw significant
operational and cultural change, leading OMERS to its best year
ever in 2006. Mr. Frank Potter is the former Executive Director of
The World Bank in Washington for nine years, former Senior Advisor
to the federal Department of Finance and is currently the Chairman
of the Canadian Tire Bank. Both nominees were found through an
executive recruitment process that sought the most qualified
financial and corporate governance experts in Canada. Mr. Haggis
and Mr. Potter have no links whatsoever to Biovail's management
team or to Eugene Melnyk, who is seeking the two new independent
directors. "We have made it a condition of our candidacy that we
will represent no particular constituency," said Paul Haggis. "We
have agreed to stand for election in order to further good
governance and financial practices at Biovail and will act entirely
in the interests of all shareholders with a view to creating
long-term shareholder value. In doing so, we would set out to work
constructively with management and our other board colleagues." "We
believe Biovail's board will be stronger, more credible and better
aligned to create shareholder value if it includes directors who
are unencumbered by Biovail's history - regardless of the travails
of Biovail's old or new management team," said Frank Potter. "We
bring a proven history in finance and corporate governance that can
contribute to a more productive and positive path forward for
Biovail." Biovail shareholders are being asked to support Mr.
Haggis and Mr. Potter in place of current directors Mr. Michael R.
Van Every and Dr. Laurence E. Paul. Eugene Melnyk accepts the
outcome of his attempt in 2008 to change to board, management and
direction of Biovail. As the largest shareholder, Mr. Melnyk
remains concerned with demonstrated corporate governance
irregularities, certain payments to management and the board,
certain inappropriate uses of company assets and certain material
facts at the company that remain undisclosed. It is because of
these concerns that Mr. Melnyk requisitioned a meeting to bring
about corporate governance reform at Biovail. The requisition
proposed a number of specific governance reforms to be put to the
shareholder for approval but since the board, on the eve of mailing
their proxy circular, adopted a number of the key features of a
number of these reforms Mr. Melnyk will not be proceeding with
those reforms at the Meeting. However, Mr. Melnyk is seeking two
completely independent nominees to the board. And it is with a
clear understanding of the outcome of the 2008 annual meeting that
Mr. Melnyk specifically tasked an outside firm to identify the
nominees and to choose two individuals of the highest merit while
ensuring absolutely no connection or prior history to management or
himself. Mr. Melnyk is not attempting to change the direction of
the company. He is not attempting to change the management or
change the voting composition of the board. He is not attacking the
company's strategy and has remained silent on the company's
performance under its new strategic direction and management
direction. Despite Biovail's renewed attacks on Mr. Melnyk in their
management circular filed on April 30, 2009 Mr. Melnyk has moved on
and is not interested in a fight with Biovail. He simply wants
stronger corporate governance, more complete disclosure and better
financial performance at Biovail. Paul Haggis and Frank Potter
represent among the best financial and corporate governance talent
in Canada and Biovail shareholders would all benefit from their
presence on the Biovail Board. The Concerned Shareholders urge
shareholders to vote FOR the election of Mr. Paul G. Haggis and Mr.
Frank Potter as directors of Biovail at the annual and special
meeting of shareholders to be held on May 28, 2009. Copies of the
proxy circular prepared and filed by the Concerned Shareholders can
be obtained via SEDAR (http://www.sedar.com/) or by contacting
Laurel Hill Advisory Group toll-free at 1-888-882-6742 or if
outside North America at 416-637-4661 (collect calls accepted).
TIME IS SHORT: Biovail shareholders are encouraged to contact
Laurel Hill Advisory Group toll-free at 1-888-882-6742 or if
outside North America at 416-637-4661 (collect calls accepted) with
any questions or if they require assistance voting their YELLOW
form of proxy. If you support Mr. Haggis and Mr. Potter you must
act quickly to complete the appropriate documents. If you support
Mr. Haggis and Mr. Potter you should vote using only the YELLOW
form of proxy accompanying the proxy circular and disregard any
other form of proxy. YELLOW proxies must be received by Laurel Hill
Advisory Group by no later than 2:00 p.m. (Toronto time) on May 25,
2009 in order to be voted at the meeting. Even if you have voted
the management proxy and wish to change your vote, simply vote
again using the YELLOW proxy, a later dated proxy will
automatically revoke the previously submitted proxy. Certain
statements contained in this release constitute forward-looking
statements. The words "may", "would", "could", "will", "intend",
"plan", "anticipate", "believe", "estimate", "expect" and similar
expressions as they relate to the Concerned Shareholders, the
Nominees, the Company or its current or future management, are
intended to identify forward-looking statements. Such statements
reflect the Concerned Shareholders' or the Nominees' current views
with respect to future events and are subject to certain risks,
uncertainties and assumptions. The Concerned Shareholders and the
Nominees assume no responsibility for any such statements. Many
factors could cause the company's actual results, performance or
achievements that may be expressed or implied by such
forward-looking statements to vary from those described herein
should one or more of these risks or uncertainties materialize.
Such factors include, but are not limited to, economic, business,
technological, competitive and regulatory factors. All such factors
should be considered carefully when making decisions with respect
to Biovail, and undue reliance should not be placed on the
Concerned Shareholders' or the Nominees' forward-looking
statements. The Concerned Shareholders and the Nominees do not
undertake to update any forward-looking statements, whether written
or oral, that may be made from time to time by or on their behalf,
except as required under applicable securities legislation.
DATASOURCE: Biovail Corporation CONTACT: Shareholders: Laurel Hill
Advisory Group, Toll Free: 1-888-882-6742, Outside North America
(collect): (416) 637-4661; Canadian Media: Duncan Fulton,
Fleishman-Hillard, (416) 645-3655, ; US Media: Michael Sitrick,
Sitrick And Company, (310) 788-2850,
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