Genzyme to Gain Late-Stage Transplantation Product Candidate
VANCOUVER, BC, and CAMBRIDGE, MA, Oct. 17 /PRNewswire-FirstCall/ --
Genzyme Corporation (NASDAQ:GENZ) and AnorMED Inc. (Nasdaq: ANOR;
TSX: AOM) announced today that they have executed a mutually
beneficial support agreement under which Genzyme will acquire
AnorMED in an all cash transaction valued at US$13.50 per
outstanding share, or approximately US$580 million. Through this
transaction, Genzyme is acquiring MOZOBIL, a leading late-stage
product candidate in development for hematopoietic stem cell
transplantation. MOZOBIL is being tested in Phase III clinical
trials and is expected to launch in 2008. "We are very pleased to
have reached agreement with AnorMED, and look forward to completing
the development and commercialization of MOZOBIL," stated Henri A.
Termeer, chairman and chief executive officer of Genzyme
Corporation. "We believe that MOZOBIL will be an important
therapeutic advance in the field of stem cell transplantation, and
are eager to utilize our global clinical, regulatory and commercial
infrastructure to ensure that it reaches patients around the world.
This is a strategic fit for us that complements our existing
transplant and oncology businesses." Kenneth Galbraith, the
Chairman of the Board and Interim Chief Executive Officer of
AnorMED, said "AnorMED's Board of Directors, in consultation with
its Strategic Initiatives Committee and with the advice of its
financial and legal advisors, believes the amended US$13.50 per
share offer represents the best alternative currently available to
AnorMED shareholders and provides a certain and fair value for
AnorMED shareholders. The Board unanimously recommends that AnorMED
shareholders accept and tender their shares to the amended Genzyme
offer." Kenneth Galbraith and the Baker Bros. affiliates have
signed shareholder support agreements with Genzyme to tender their
shares to Genzyme's amended bid when it is filed, subject to their
ability to withdraw such support in the event of a superior
competing proposal prior to the expiry of the Genzyme offer.
MOZOBIL Development Genzyme plans to commercialize MOZOBIL through
its existing global transplant business to hematologists and bone
marrow transplant centers in more than 50 countries throughout the
world. MOZOBIL has been shown in multiple earlier studies to
rapidly increase the number of stem cells in circulation in the
blood, an important step in preparing a patient for a stem cell
transplant. Increasing the number of stem cells collected can
improve patient outcomes in two ways: by helping patients who were
previously not eligible to meet the target ranges needed for a
transplant; and by raising the level of stem cells collected in
those already eligible, thereby improving the viability of the
transplant. According to Genzyme, approximately 55,000 stem cell
transplants are performed each year for multiple myeloma,
non-Hodgkin's lymphoma, and other conditions in markets where
Genzyme has a commercial infrastructure, including the United
States, Europe, Latin America and the Asian Pacific countries. A
majority of these patients could potentially benefit from the use
of MOZOBIL. Enrollment is complete in a pivotal Phase III trial for
MOZOBIL in multiple myeloma, and a second pivotal Phase III trial
in non-Hodgkin's lymphoma is expected to complete enrollment soon.
MOZOBIL has been granted orphan drug status in the United States
and European Union and AnorMED has entered into a special protocol
assessment agreement with the FDA. Transaction Terms Genzyme's
acquisition of AnorMED will take the form of an all cash tender
offer to acquire all outstanding shares of AnorMED, which will
expire at 8:00 a.m. (Vancouver time) on November 6, 2006. Genzyme
may elect to extend its existing offer again by giving notice of
such extension to AnorMED shareholders, a copy of which will be
filed with the securities regulatory authorities in Canada and the
United States and which should also be made available by such
authorities through the Internet at http://www.sedar.com/ or
http://www.sec.gov/. AnorMED shareholders who have already tendered
and have not withdrawn their shares to Genzyme's offer need to take
no further action to accept Genzyme's offer. All AnorMED
shareholders are eligible to receive the offer price per share of
US$13.50, including shareholders who have already tendered their
shares. As of 8:00 a.m. on October 17, 2006, approximately 3,120
AnorMED shares had been tendered and not withdrawn to Genzyme's
offer. The support agreement with Genzyme also provides AnorMED
with the right to withdraw, modify or change its support regarding
Genzyme's tender offer of US$13.50 per share in cash only if
AnorMED's Board of Directors receives a superior proposal prior to
the expiry of the Genzyme tender offer. Genzyme has the right to
match any such superior proposal made by another bidder. If
AnorMED's Board accepts a superior proposal after Genzyme does not
match such proposal, Genzyme may be entitled to a payment of
US$19.5 million from AnorMED. The transaction has been approved by
the Boards of Directors of both companies and is subject to
clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
It is expected to be dilutive to Genzyme's GAAP earnings through
2008 and accretive in 2009. In association with the acquisition,
Genzyme anticipates it will incur certain one time charges, which
will be detailed after the close of the transaction. 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
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. This year marks the 25th anniversary
of Genzyme's founding. Since 1981, the company has grown from a
small start-up to a diversified enterprise with more than 8,500
employees in locations spanning the globe and 2005 revenues of $2.7
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 more than 80
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, orthopedics, cancer, transplant and immune
diseases, and diagnostic testing. Genzyme's commitment to
innovation continues today with a substantial development program
focused on these fields, as well as heart disease and other areas
of unmet medical need. 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. Additional information on AnorMED Inc. is available on
the Company's website http://www.anormed.com/. Genzyme(R) and
Thymoglobulin(R) are registered trademarks of Genzyme Corporation
or its subsidiaries. All rights reserved. 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 support agreement under which
Genzyme will acquire AnorMED in an all cash transaction valued at
US$13.50 per outstanding share; the all cash tender offer expiring
on November 6, 2006, unless extended by Genzyme; the enrolment
expectations in a second pivotal Phase III trial for MOZOBIL; the
expected launch date for MOZOBIL and the commercialization plans
associated therewith; and AnorMED's expectation that Genzyme may be
entitled to payment of US$19.5 million from AnorMED if AnorMED's
Board accepts a superior proposal that Genzyme decides not to
match. With respect to the forward-looking statements contained in
this news release, AnorMED has made numerous assumptions regarding,
among other things: Genzyme's ability to acquire AnorMED in an all
cash transaction valued at US$13.50 per outstanding share; the
ability to complete enrollment in a second pivotal Phase III trial
for MOZOBIL; the ability to obtain regulatory approvals for
MOZOBIL; and the ability to successfully commercialize MOZOBIL. 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: Genzyme may not have the ability to acquire AnorMED in
an all cash transaction valued at US$13.50 per outstanding share;
AnorMED and/or Genzyme may not have the ability to complete
enrollment in a second pivotal Phase III trial for MOZOBIL; AnorMED
and/or Genzyme may not have the ability to obtain regulatory
approvals for MOZOBIL; AnorMED and/or Genzyme may not have the
ability to successfully commercialize MOZOBIL; unknown risks
related to intellectual property matters; and 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: For AnorMED: 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
739-7500, Email: or Shafiq Jamal, Tel: (604) 742-4269, Email: ; For
Genzyme: Sally Curley (investors), Tel: (617) 768-6140; Dan Quinn
(media), Tel: (617) 768-6849 DATASOURCE: AnorMED Inc. CONTACT: For
AnorMED: 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 739-7500,
Email: or Shafiq Jamal, Tel: (604) 742-4269, Email: ; For Genzyme:
Sally Curley (investors), Tel: (617) 768-6140; Dan Quinn (media),
Tel: (617) 768-6849
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