AnorMED advises shareholders to take no action on unsolicited takeover bid from Genzyme Corporation
02 Septembre 2006 - 12:41AM
PR Newswire (US)
VANCOUVER, Sept. 1 /PRNewswire-FirstCall/ -- AnorMED Inc.
("AnorMED" or the "Company") (AMEX:AOM; TSX:AOM) today confirmed
that Genzyme Corp. has commenced an unsolicited offer through a
wholly-owned subsidiary to purchase all of the issued and
outstanding common shares of AnorMED for U.S. $8.55 per share in
cash. A special advisory committee of the Board of AnorMED has been
established to, in consultation with its financial and legal
advisors, thoroughly review, consider and evaluate the offer from
Genzyme. The Strategic Initiatives Committee is chaired by Dr.
Joseph Dougherty and includes Mr. Kenneth Galbraith, Dr. William
Hunter and Dr. Felix Baker. Following the Strategic Initiatives
Committee's evaluation, the AnorMED Board will issue and file with
the U.S. Securities and Exchange Commission (the "SEC") and
applicable securities commissions in Canada, a Directors' Circular
that will contain important information for shareholders to read,
including the Board's recommendation regarding the offer. AnorMED
advises shareholders to defer making any determination with respect
to the Genzyme offer until reading the Directors' Circular and the
related Solicitation/Recommendation Statement on Schedule 14D-9,
which are expected to be available in due course. Shareholders are
urged to read the Directors' Circular and
Solicitation/Recommendation Statement on Schedule 14D-9 and any
amendments thereto when they become available because they will
contain important information. The Directors' Circular and
Solicitation/Recommendation Statement on Schedule 14D-9 and any
amendments will be filed with the SEC and applicable securities
commissions in Canada, and will be available free of charge on the
SEC's website at http://www.sec.gov/. The Directors' Circular and
Solicitation/Recommendation Statement on Schedule 14D-9 and any
amendments will also be available on SEDAR's website at
http://www.sedar.com/. In addition, these materials may be obtained
free of charge from AnorMED 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 to the SEC or SEDAR by AnorMED may be
obtained free of charge at http://www.sec.gov/, at
http://www.sedar.com/ or from AnorMED's Secretary. More information
is available online at: http://www.anormed.com/ or by e-mail at: .
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: the Company potentially entering
into a transaction designed to enhance shareholder value (a
"potential transaction"); and the Board's expectation that it will
file a Directors' Circular and Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC and applicable securities
commissions in Canada. With respect to the forward-looking
statements contained in this news release, the Company has made
numerous assumptions regarding, among other things: the Company's
ability to enter into a potential transaction on commercially
acceptable financial terms, or at all; and the Board's ability to
file a Directors' Circular and Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC and applicable securities
commissions in Canada. 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: the Company may not be able to enter into a
potential transaction on commercially acceptable financial terms,
or at all; the consummation of a potential transaction might not
lead to increased shareholder value; the Company may not receive
other offers to acquire all of its issued and outstanding common
shares; the Board may not be able to file a Directors' Circular and
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC and applicable securities commissions in Canada; and the
Company 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. 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: Kenneth Galbraith, Chairman and Interim CEO, Tel: (604)
889-5320; Media Contact, Shafiq Jamal, James Hoggan &
Associates, Tel: (604) 739-7500, Email: DATASOURCE: AnorMED Inc.
CONTACT: Kenneth Galbraith, Chairman and Interim CEO, Tel: (604)
889-5320; Media Contact, Shafiq Jamal, James Hoggan &
Associates, Tel: (604) 739-7500, Email:
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