The following is a copy
of the press release issued by Genzyme Corporation on September 27, 2007:
For Immediate Release
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Investors
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Media
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September 27, 2007
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Catherine Forte
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Maria Cantor
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(617) 768-6881
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(617) 768-6690
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Genzyme Affirms Purchase Price
for Bioenvision at $5.60
Per
Outstanding Share
CAMBRIDGE, Mass
Genzyme Corporation (Nasdaq: GENZ) confirmed today that it will not change its
purchase price for Bioenvision (Nasdaq:
BIVN) at $5.60 in cash per outstanding common share as set forth in the
merger agreement between the two companies.
Genzyme already owns approximately 22 percent of the outstanding shares
of Bioenvision common stock on an as-converted basis, including 100 percent of
its preferred stock that carry a unique set of rights and privileges.
$5.60 per share
is our best and final offer, stated Mark J. Enyedy, president of Genzyme
Oncology, a business unit of Genzyme Corporation. It reflects the full and fair value for
Bioenvision common stock based on our extensive due diligence on the company,
and our detailed understanding of the risks associated with, and investment
required for, the further development of clofarabine. We now all know that clofarabine will not be
approved in adult AML in the European Union until 2008, at the earliest.
Genzyme added that
the merger agreement represents the culmination of a thorough auction process
undertaken by the Bioenvision Board of Directors, during which more than 20
companies were contacted regarding a potential sale of the company. No other offer was made prior to or following
the announcement of the merger agreement with Genzyme.
Genzyme also noted
several of the risks associated with Bioenvision remaining an independent
public company have been made public through company disclosures in recent
weeks, including the need to finance more than $100 million in operating losses
through 2011. In addition, since the
merger agreement was signed in May, capital market conditions have deteriorated
and Bioenvision has become subject to several potentially costly lawsuits.
Genzyme today sent
a letter to the Board of Directors of Bioenvision confirming its position on
price and the factors supporting this position. Genzyme included that
letter as an exhibit to an amendment to the Schedule 13D it has filed with the
Securities and Exchange Commission in connection with its ownership of
Bioenvision capital stock.
The merger
agreement received unanimous support from the Bioenvision board of
directors. Earlier this month, the
company mailed a proxy statement to its shareholders detailing the rationale
for the merger and other material disclosures.
A special meeting of Bioenvisions shareholders to vote on the merger
with Genzyme is scheduled for next Thursday, October 4. Should Genzyme not garner the majority
support from shareholders for this merger, it is committed to playing an active
and constructive role as a significant long-term shareholder of Bioenvision.
About Genzyme
One of the worlds leading
biotechnology companies, Genzyme is dedicated to making a major positive impact
on the lives of people with serious diseases. Since 1981, the company has grown
from a small start-up to a diversified enterprise with more than 9,500
employees in locations spanning the globe and 2006 revenues of $3.2 billion. In
2007, Genzyme was chosen to receive the National Medal of Technology, the
highest honor awarded by the President of the United States for technological
innovation. In 2006 and 2007, Genzyme was 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 nearly 90 countries, Genzyme is a leader in
the effort to develop and apply the most advanced technologies in the life
sciences. The companys products and services are focused on rare inherited
disorders, kidney disease, orthopaedics, cancer, transplant, and diagnostic
testing. Genzymes commitment to innovation continues today with a substantial
development program focused on these fields, as well as immune disease,
infectious disease, and other areas of unmet medical need.
# # #
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