AnorMED proposes to negotiate settlement with Baker via neutral third party mediator
08 Avril 2006 - 2:58AM
PR Newswire (US)
AOM remains supportive of "HYBRID" Board slate as previously agreed
to with Baker VANCOUVER, April 7 /PRNewswire-FirstCall/ -- AnorMED
Inc. (TSX: AOM; AMEX:AOM) announces that it is seeking a settlement
with the dissident shareholders, represented by The Baker Group,
involving agreement on the previously negotiated slate of directors
comprised of five nominees from each slate and by submitting other
outstanding issues to a third party mediator for resolution. The
special meeting of shareholders was requisitioned by various
entities managed by Felix J. Baker and Julian C. Baker for the
purposes of replacing the existing Board of Directors. The upcoming
special shareholder meeting will be held on April 21, 2006 in
Vancouver. A Special Committee of the Board of AnorMED and the
Baker Group agreed to a 10-member Board of Directors, comprised of
a majority of new directors, during negotiations in mid-March.
AnorMED proposes a hybrid board slate set out below, or one similar
to it, to replace the current Board and that a third party mediator
be engaged to resolve any outstanding issues between the Company
and the Baker Group as quickly as possible. The combined slate
agreed to by both sides was: Michael J. Abrams, President and Chief
Executive Officer of AnorMED Inc. Felix J. Baker, Managing Partner,
Baker Brothers Advisors LLC William L. Hunter, President and Chief
Executive Officer of Angiotech Pharmaceuticals Inc. Kenneth
Galbraith, President Gigha Consulting Ltd Julia Levy, Executive
Chairman of the Scientific Advisory Board of QLT Eve E. Slater,
Corporate Director Joe Dougherty, Partner and Co-Founder, Seaview
Securities LLC Michael R. Van Every, Director, Biovail Corporation
Henry J. Fuchs, Executive Vice President and Chief Medical Officer,
Onyx Pharmaceuticals Incorporated Klaus Veitenger, President and
Chief Executive Officer of Schwarz Pharmaceuticals U.S.A. Inc. "The
AnorMED Board and Management Team remains in full support of a
"hybrid" Board slate, with a balanced number of candidates from
both the Baker slate and the AnorMED slate," said Dr. Michael
Abrams, CEO AnorMED Inc. He added, "This process has been very
disruptive for AnorMED. This is a critical time for the Company and
we need to turn our focus to achieving our goals and resuming our
business operations. We believe a settlement on a balanced board
and the retention of key members of senior management and employees
is in the best interest of all AnorMED shareholders in the short
and long term." The election of the dissident slate of directors at
the AnorMED special meeting April 21, 2006, would result in a
change in control. This will have a financial impact on AnorMED
cash resources and may result in the loss of key employees and
senior management. Unless a settlement can be achieved, AnorMED
shareholders are recommended to vote their BLUE AnorMED proxy in
favour of the AnorMED Slate. Proxies must be returned by April 19,
2006 at 10:00 a.m. Vancouver time for your vote to count. The
AnorMED Management Proxy Circular, which has been mailed to
shareholders and filed with regulators, is available on the Company
website (http://www.anormed.com/) and SEDAR at
http://www.sedar.com/. For more information call North American
toll free number 1-866-267-8910, or collect at 416-642-7069. If
shareholders previously returned a Yellow Dissident Proxy, they
have every legal right to change their vote, by simply signing,
dating and returning a Blue proxy. AnorMED is a chemistry-based
biopharmaceutical company focused on the discovery, development and
commercialization of new therapeutic products in the areas of
hematology, HIV and oncology. The Company has a product in Phase
III development, a product in Phase II development and a research
program focused on a novel class of compounds that target specific
chemokine receptors known to be involved in a variety of diseases
including HIV. Additional information on AnorMED Inc. is available
on the Company's website http://www.anormed.com/. Note: Certain of
the statements contained in this press release may contain
forward-looking statements and forward-looking information within
the meaning of applicable securities laws, including the Ontario
Securities Act, Section 27A of the U.S. Securities Act of 1933 and
Section 21E of the U.S. Securities Exchange Act of 1934. Statements
or information regarding strategy, future operations, future
financial position, future revenues, projected costs, prospects and
plans and objectives of management are forward-looking statements.
The words "anticipates, "believes", "budgets", "could",
"estimates", "expects," "forecasts", "intends", "may", "plans",
"projects", "schedule", "should", "will", "would" and similar
expressions are intended to identify forward-looking statements or
information, although not all forward- looking statements or
information contain these identifying words. Plans, intentions or
expectations disclosed in any forward-looking statements or
information should not be read as guarantees of future results or
events, and will not necessarily be accurate indications of whether
or the times at or by which such results or events will be
achieved. Forward-looking statements or information involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward- looking statements or information. Investors are referred
to the discussion of such risks, uncertainties and other factors in
AnorMED's Final Short Form Prospectus dated December 1, 2005 filed
on SEDAR with Canadian securities regulatory authorities and in
Exhibit 99.1 to AnorMED's Report on Form 6-K filed with the U.S.
Securities and Exchange Commission on December 23, 2005. Except as
required by law, AnorMED expressly disclaims any intention and
undertakes no obligation to update any forward-looking statements
or information as conditions change. For further information: Dr.
Michael Abrams Elisabeth Whiting, M.Sc. President & CEO VP
Corporate Development Tel: 604-530-1057 & Communications
E-mail: Tel: 604-532-4667 Cell: 604-763-4682 E-mail: DATASOURCE:
AnorMED Inc. CONTACT: Dr. Michael Abrams, President & CEO, Tel:
(604) 530-1057, E-mail: ; Elisabeth Whiting, M.Sc., VP Corporate
Development & Communications, Tel: (604) 532-4667, Cell: (604)
763-4682, E-mail:
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