VANCOUVER, Oct. 5 /PRNewswire-FirstCall/ -- AnorMED Inc. ("AnorMED"
or the "Company") (NASDAQ:ANOR; TSX:AOM) announced today that its
Board of Directors has recommended that AnorMED shareholders accept
and tender their shares to the offer by Millennium Pharmaceuticals,
Inc. (NASDAQ:MLNM), filed today with applicable securities
regulators and being mailed to shareholders, to purchase 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. The Millennium offer expires on November 10,
2006. The AnorMED Board's recommendation, included in its
Directors' Circular filed today with applicable security regulators
and being mailed to shareholders, was made after reviewing the
recommendation of the Strategic Initiatives Committee of the Board
and after consultation with its financial and legal advisors.
Kenneth Galbraith, Chairman of the Board and Interim CEO, said,
"The Board has determined that the Millennium offer is fair to the
holders of AnorMED common shares and that it is in the best
interests of AnorMED and its shareholders. Accordingly, the Board
has resolved unanimously to recommend that shareholders accept and
tender their shares to the Millennium offer." Dr. Joseph Dougherty,
Chairman of the Strategic Initiatives Committee, said, "The
Millennium offer represents the best alternative currently
available to the Genzyme offer and represents improved value and a
substantial premium to the Genzyme offer." The Directors' Circular
recommends that if AnorMED shareholders have already tendered their
shares to the US$8.55 offer made on September 1, 2006 by Dematal
Corp., a wholly-owned subsidiary of Genzyme Corporation, they
should withdraw their shares from the Genzyme offer using the
withdrawal notice included with the Directors' Circular and tender
their AnorMED common shares to the Millennium offer. All of
AnorMED's directors and senior officers and its significant
shareholders, who collectively hold, on a fully diluted basis,
approximately 24.4% of the outstanding common shares of AnorMED,
have advised the Board that they intend to tender their shares to
the Millennium offer. REASONS FOR ACCEPTING THE MILLENNIUM OFFER In
its Directors' Circular, the Board of Directors lists several
reasons for accepting the Millennium offer and for rejecting the
Genzyme offer. 1. THE MILLENNIUM OFFER REPRESENTS IMPROVED VALUE.
The Millennium offer represents a 40% premium over the Genzyme
offer of US$8.55 per share in cash. The Millennium offer also
represents a 21% premium over the last closing price of AnorMED
common shares on NASDAQ prior to the announcement on September 26,
2006 that the AnorMED board had entered into a support agreement
with Millennium to recommend the Millennium offer. 2. THE
MILLENNIUM OFFER IS THE BEST CURRENTLY AVAILABLE. Since the
commencement of the Genzyme offer on September 1, 2006, the
Strategic Initiatives Committee and the Board, with the assistance
of the Company's financial advisors, have been pursuing strategic
alternatives in an attempt to secure a better proposal than the
Genzyme offer. The Strategic Initiatives Committee and the Board
considered the outcome of this process and the likelihood of offers
being made by potential bidders other than Millennium that would
exceed the value of the Millennium offer and concluded that the
Millennium offer represents the best alternative currently
available to AnorMED and the AnorMED Shareholders. 3. ANORMED'S
FINANCIAL ADVISORS CONCLUDE THE MILLENNIUM OFFER IS FAIR FROM A
FINANCIAL POINT OF VIEW. Goldman, Sachs & Co. ("Goldman Sachs")
has delivered the Goldman Sachs Opinion to the Strategic
Initiatives Committee and the Board, in which it concluded that the
consideration offered under the Millennium offer is fair, from a
financial point of view, to AnorMED Shareholders. A copy of the
Goldman Sachs Opinion, including a description of the matters
considered in rendering the opinion is attached as Schedule B to
the Directors' Circular of the Company filed today with applicable
securities regulators and being mailed to shareholders. 4. ANORMED
RETAINS THE ABILITY TO RESPOND TO SUPERIOR PROPOSALS. Under the
support agreement signed with Millennium on September 26, 2006, the
Board of Directors remains able to participate in any discussions
or negotiations in respect of any unsolicited proposal that it
determines, in good faith, could reasonably be expected to lead to
a superior proposal, including the new proposal from Genzyme
described below. New Proposal from Genzyme
------------------------- The Directors' Circular of the Company
notes that AnorMED announced October 4, 2006 that it has received
that a new proposal from Genzyme Corporation to increase its tender
offer price from US$8.55 per share in cash to a price in excess of
US$12.00 per share in cash to purchase, through a wholly-owned
subsidiary, all of the issued and outstanding common shares of
AnorMED. While Genzyme has proposed to increase its tender offer
price, it has not formally submitted a revised tender offer with a
specific price per share, and there can be no assurance that
Genzyme will ultimately do so. Genzyme's proposal and determination
of a final price are subject to satisfactory completion of a due
diligence review of AnorMED's material non-public information.
Genzyme stated that its revised offer, if made, would meet the
requirements of a competing superior proposal as specified in the
support agreement entered into between AnorMED and Millennium.
AnorMED's Board has not determined that the new Genzyme proposal is
a superior proposal as defined in the support agreement with
Millennium. However, the Board did determine that the new Genzyme
proposal could reasonably be expected to lead to a superior
proposal for the purposes of its support agreement with Millennium.
According to the terms of the support agreement, AnorMED's senior
management and its advisors engaged representatives of Genzyme in a
series of discussions resulting in the signing October 4, 2006 by
AnorMED and Genzyme of a confidentiality agreement providing
Genzyme access to AnorMED's data room and management. In exchange
for being provided access to the Company's data room and
management, Genzyme has agreed to, with certain conditions, not
commence a new tender offer, or amend or extend the current tender
offer except for the following two exceptions: (i) a tender offer
to acquire all of the common shares of the Company where the price
per common share in cash is greater than US$12.00 per common share;
or (ii) an extension of the current tender offer on its current
terms other than the expiration date being amended to until on or
before 12:01am (Vancouver time) on October 23, 2006.
Notwithstanding the Board's determination and the terms of the
confidentiality agreement with Genzyme, there can be no assurance
that Genzyme will proceed with its proposal to increase its tender
offer price or that the Genzyme proposal will lead to a definitive
agreement with respect to the making of a superior proposal by
Genzyme to shareholders or at all. Accordingly, the Board
recommends that shareholders accept the tender offer by Millennium
to acquire all of the outstanding common shares of AnorMED for a
price of US$12.00 per share in cash. Update on the Tender Offers
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. On October 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 accept
the October 5, 2006 offer from Sidney Acquisitions ULC, an indirect
wholly-owned subsidiary of Millennium Pharmaceuticals, Inc. These
Directors' Circulars describe the reasons for the Board's
recommendation that shareholders reject the Genzyme Offer and
accept the Millennium Offer. Investors and shareholders are
strongly advised to read the Directors' Circulars and Tender Offer
Solicitation/Recommendation Statements 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' Circulars at http://www.sedar.com/
and the Tender Offer Solicitation/Recommendation Statements 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 commissions 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' CIRCULARS OR TENDER OFFER
SOLICITATION/RECOMMENDATION STATEMENTS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE GENZYME OFFER AND MILLENNIUM 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 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; the intention of AnorMED's directors and senior
officers and its largest shareholder to tender their shares to the
Millennium offer; AnorMED's Board's expectation that it can
withdraw, modify or change its support regarding the Millennium
tender offer if the Board receives a competing superior proposal
prior to the expiry of the Millennium tender offer; the possibility
that the Genzyme proposal could reasonably be expected to lead to a
superior proposal for the purposes of AnorMED's support agreement
with Millennium; Genzyme conducting a due diligence review of
AnorMED's material non-public information and with AnorMED's
management; AnorMED's expectation that Millennium may 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 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 for all of the outstanding common shares
of AnorMED, including all common shares issuable on the exercise of
outstanding stock options; AnorMED's Board's ability to withdraw,
modify or change its support regarding the Millennium tender offer
if the Board receives a competing superior proposal prior to the
expiry of the Millennium 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; Genzyme's ability to
revise its offer to meet the requirements of a competing superior
proposal as specified in the support agreement entered into between
AnorMED and Millennium; 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 complete a tender offer for US$12.00 per share in
cash for all of the outstanding common shares of AnorMED, including
all common shares issuable on the exercise of outstanding stock
options; AnorMED's Board may withdraw, modify or change its support
regarding the Millennium tender offer if the Board receives a
competing superior proposal prior to the expiry of the Millennium
tender offer; AnorMED's directors and senior officers and its
largest shareholder may not tender their shares to the Millennium
offer; AnorMED's Board may not receive a superior competing
proposal prior to the expiry of a Millennium tender offer; there
can be no assurance that the Genzyme proposal will lead to a
definitive agreement with respect to the making of a superior
proposal by Genzyme to shareholders; 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 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; or Kim Nelson, Ph.D., Manager, Investor
Relations, Tel: (604) 532-4654, Email: ; Media Contact: Karen Cook,
James Hoggan & Associates, Tel: (604) 742-4252 or (604)
739-7500, Email: ; or Shafiq Jamal, Tel: (604) 742-4269, Email:
DATASOURCE: AnorMED Inc. CONTACT: Company Contact: Kenneth
Galbraith, Chairman and Interim CEO, Tel: (604) 889-5320; or Kim
Nelson, Ph.D., Manager, Investor Relations, Tel: (604) 532-4654,
Email: ; Media Contact: Karen Cook, James Hoggan & Associates,
Tel: (604) 742-4252 or (604) 739-7500, Email: ; or Shafiq Jamal,
Tel: (604) 742-4269, Email:
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