Board says there is no certainty that Genzyme will top the $12 per share bid.
AnorMED’s board of directors has recommended that the company’s shareholders accept and tender their shares to Millennium Pharmaceuticals’ offer of $12 per share. The offer includes the purchase of all outstanding common shares, including all common shares issuable on the exercise of outstanding stock options. The Millennium offer expires on November 10, 2006.
“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,” points out Kenneth Galbraith, chairman of the board and interim CEO.
The recommendation comes in spite of Genzyme’s renewed proposal to possibly increase its tender offer beyond Millenium’s quote depending on satisfactory completion of a due diligence review of AnorMED’s material nonpublic information. This latest proposal came on October 4, 2006, since Genzyme’s wholly owned subsidiary Dematal took its initial hostile bid on AnorMED for $380 million, or $8.55 per share, to the company’s shareholders after being rejected by its management.
AnorMED signed a support agreement with Millennium on September 26, 2006, which allows the board of directors to participate in discussions or negotiations in respect to any unsolicited proposal that it thinks could reasonably lead to a superior proposal, explains AnorMED.
The board, however, points out that there can be no assurance that Genzyme will ultimately do top Millenium’s bid. Hence it reiterated that shareholders should accept the tender offer by Millennium and not tender their common shares to Genzyme. If shareholders have already tendered their common shares to Genzyme, the board of directors recommends that shareholders withdraw them immediately. All AnorMED’s directors and senior officers and its significant shareholders who collectively hold on a fully diluted basis approximately 24.4% of AnorMED’s outstanding common shares intend to tender their shares to the Millennium offer, according to AnorMED.
“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,” says Joseph Dougherty, chairman of the strategic initiatives committee. The Millennium offer represents a 40% premium over the Genzyme offer and a 21% premium over the last closing price of AnorMED common shares prior to the announcement that the AnorMED board had entered into a support agreement with Millennium to recommend the Millennium offer. AnorMED is currently trading at $14.95 per share.
