AnorMED Releases Statement Regarding Rejection Of The Baker Group Proposal And Decision To Hold Special Shareholder Meeting
March 20, 2006, Vancouver, B.C. – AnorMED Inc. (AOM:TSX; AOM:AMEX) provides shareholders with additional information regarding AnorMED’s decision to reschedule the Special meeting of shareholders given that no consensual resolution regarding the requisition to replace the existing Board of Directors could be achieved.
After refusing for two months to consider any compromise proposals put forward by the Special Committee of the Board of AnorMED, Dr. Baker made his own proposal for a Board which would include 6 new directors. This proposal was accepted by the Special Committee of the Board with the proviso that management be given adequate severance coverage in the event that their employment was terminated. The Special Committee’s motivation was to ensure retention of key senior management critical to the success of AnorMED and progress of its clinical pipeline thus maximizing shareholder value.
Contrary to the Press Release of 17 March from Baker Brothers, the Special Committee and senior management of AnorMED supported a resolution whereby senior management would not receive either the C$ 2.7 million or the accelerated share vesting mentioned by Baker Brothers. However, in view of the uncertainties generated by this process, the Special Committee was only willing to agree to Dr. Baker’s proposal if management were provided with severance arrangements similar to those in their existing change of control contracts. This would cost AnorMED nothing, if none of senior management were dismissed.
Rather than accept this, Dr. Baker decided to proceed to the Special Meeting, where, if his slate were to be elected, AnorMED would be obliged to pay out the C$ 2.7 million and the accelerated share vesting to management, if they continued their employment with AnorMED for 6 months after the change of control.
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 Circular will be distributed to all AnorMED shareholders in the week of March 27, 2006, prior to the Special Meeting of Shareholders, which will be held in Vancouver, BC on April 21, 2006.
The Board has selected three new directors with expertise in drug commercialization, leadership in transition to profitability and finance to assist the Corporation as it moves to maximize the value of AnorMED. New members of the proposed Board and its position on the requisition will be addressed in its Proxy Circular.
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 www.anormed.com.
Note: Certain of the statements contained in this press release may contain forward-looking statements or 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.
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- AnorMED Inc.
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