Genzyme Extends Tender Offer to Acquire Bioenvision, Inc.
Genzyme Corporation (Nasdaq: GENZ) announced today that it is waiving the condition to its tender offer that it acquire at least 50 percent of the outstanding shares of common stock of Bioenvision, Inc. (Nasdaq: BIVN) and that it is extending the tender offer for all outstanding shares of common and preferred stock of Bioenvision until 12:01 a.m. on July 10, 2007.
As of 12:01 a.m. this morning, Genzyme has received a preliminary number of tenders representing approximately 26 percent of the outstanding shares of Bioenvision on an as-converted basis, including shares tendered by directors and senior executives of Bioenvision. The shares tendered include approximately 20 percent of the outstanding shares of Bioenvision common stock and 100 percent of the outstanding shares of preferred stock.
The preferred stock that has been tendered can be converted into common stock at an approximately two-to-one ratio and carries with it several additional features, including a separate class vote to approve any merger or business combination of Bioenvision, as well as a separate class vote to approve the authorization of any additional shares of Bioenvision common stock. In addition to the separate class vote on a merger or share authorization, the preferred stock votes together with the common stock on such matters.
Under the merger agreement reached between Genzyme and Bioenvision on May 29, 2007, Bioenvision remains obligated to pursue a merger with Genzyme. Bioenvision’s ability to terminate the merger agreement upon receiving a superior proposal would expire upon Genzyme’s acceptance of the tendered shares. The process to hold a meeting to vote on the proposed merger may take up to 60 days or longer. If the merger were not to close, Genzyme would remain a significant common stockholder of Bioenvision and hold all the preferred stock of the company, along with its attendant rights, including the right to approve or disapprove any merger.
“We are proceeding with this transaction and expect that Genzyme will purchase all Bioenvision shares tendered as of the new expiration date,” stated Mark J. Enyedy, president of Genzyme Oncology, a business unit of Genzyme Corporation. “We look forward to the remaining Bioenvision shareholders tendering their shares and the vote on the proposed merger. Regardless of the outcome of these transactions, we are committed to playing an active and constructive role as a significant long-term shareholder of Bioenvision in bringing these important therapies to patients worldwide.”
Genzyme agreed on May 29, 2007 to acquire Bioenvision in an all-cash transaction valued at $5.60 per outstanding common share and $11.20 per outstanding preferred share (plus accrued but unpaid dividends), or approximately $345 million. Genzyme may elect to extend its offer again by giving notice of such extension to Bioenvision shareholders, a copy of which will be filed with the Securities and Exchange Commission and which should also be made available through the Internet at www.sec.gov.
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