Genzyme’s $13.5-per-share Proposal to AnorMED Deemed Superior
Millennium decided not to increase its bid on AnorMED.
Genzyme subsidiary Dematal will amend its tender offer to acquire all AnorMED’s outstanding shares by, among other things, increasing its bid from $8.55 per share to $13.50 per share and extending the expiry date to November 1, 2006, according to an irrevocable offer to AnorMED to enter into a form of support agreement
After Genzyme upped its offer, “our board of directors, in consultation with its strategic initiatives committee and the advice of our financial and legal advisors and in accordance with our support agreement with Millennium, has determined that Genzyme’s and Dematal’s proposal is a superior proposal,” says Kenneth Galbraith, AnorMED’s chairman of the board and interim CEO.
“Millennium now has three days to determine whether or not to match or exceed the Genzyme proposal. If they match or exceed the proposal, we will support Millennium’s revised offer. If Millennium decides not to match Genzyme’s proposal, then our board will enter into the proposed form of support agreement negotiated with Genzyme.”
In addition, if AnorMED’s board accepts a superior proposal after Millennium decides not to match such a proposal, Millennium may be entitled to a payment of $19.5 million from AnorMED.
Genzyme and Dematal have agreed to enter into the support agreement before 5:30 p.m. (EST) on October 17, 2006 or 12 hours following the termination of AnorMED’s support agreement with Millennium, which ever comes first.
AnorMED’s board is required to review any proposal by Millennium to amend its tender offer to determine, after receiving the advice of its financial and outside legal advisors, whether such a proposal from Millennium would result in Genzyme’s proposal no longer being a superior proposal.