SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _____)
AnorMED Inc.
(Name of Subject Company)
AnorMED Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
(Title of Class of Securities)
035910108
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
William J. Adams
Vice President, Finance, Chief Financial Officer,
Secretary and Treasurer
200-20353 64th Avenue
Langley, British Columbia
Canada V2Y 1N5
(604) 530-1057
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Vice President, Finance, Chief Financial Officer,
Secretary and Treasurer
200-20353 64th Avenue
Langley, British Columbia
Canada V2Y 1N5
(604) 530-1057
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copies to:
| R. Hector MacKay-Dunn, Q.C. Ronald G. Murray Farris, Vaughan, Wills & Murphy LLP 25th Floor 700 West Georgia Street Vancouver, B.C. Canada V7Y 1B3 |
Daniel M. Miller Dorsey & Whitney LLP Suite 1605 777 Dunsmuir Street P.O. Box 10444, Pacific Centre Vancouver, B.C. Canada V7Y 1K4 |
| x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
AnorMED Inc.
|
||
200 – 20353 64th Ave
|
TEL (604) 530-1057 | |
Langley, British Columbia
|
FAX (604) 530-0976 | |
Canada V2Y 1N5
|
www.anormed.com |
NEWS RELEASE
ANORMED REJECTS UNSOLICITED APPROACH FROM GENZYME
Considers Genzyme Proposal Undervalued
| For Immediate Release: | August 30, 2006 |
Vancouver, British Columbia — AnorMED Inc. (“AnorMED” or the “Company”) (AMEX:AOM; TSX:AOM) today
announced that its Board of Directors has unanimously rejected an unsolicited approach from Genzyme
Corporation (“Genzyme”), to purchase all of the issued and outstanding common shares of AnorMED for
U.S. $8.55 per share in cash.
A special advisory committee of the Board of AnorMED has been established to review, consider and
evaluate strategic alternatives available to the Company. The Strategic Initiatives Committee is
chaired by Dr. Joseph Dougherty and includes Mr. Kenneth Galbraith, Dr. William Hunter and Dr.
Felix Baker. In consultation with its financial and legal advisors, the Strategic Initiatives
Committee thoroughly reviewed, considered and evaluated the Genzyme approach in the context of the
current strategic direction of the Company and its existing business plan, as well as other
strategic alternatives available to the Company.
Following a thorough review by the Strategic Initiatives Committee, the Board indicated its
willingness to negotiate with Genzyme by presenting a counter proposal that the Company believes
truly reflects both the Company’s stand-alone prospects and the potential strategic value of the
Company to Genzyme. Genzyme has indicated its intention to forego further discussions and make an
offer directly to shareholders that the Company believes will not reflect the full value of the
Company.
Dr. Joe Dougherty, Chairman of the Strategic Initiatives Committee said, “Members of the Board are
unanimous in believing that the Genzyme approach fails to recognize the Company’s ability to create
value for shareholders by achieving clinical and commercialization milestones for its lead product
MOZOBIL in stem cell transplants and as a chemosensitizer, and its second clinical stage product,
AMD070 for the treatment of HIV.”
“Based on the recommendations of the Strategic Initiatives Committee, the Board of Directors of
AnorMED is committed to considering all proposals that provide shareholders with appropriate
consideration for the likely increase in value from the achievement of its business milestones,”
said Kenneth Galbraith, Chairman of the Board and Interim Chief Executive Officer of AnorMED.
AnorMED is committed to pursuing all reasonable avenues to achieve and maximize shareholder value
either as an independent entity or as part of a larger company that recognizes the value of the
Company. AnorMED has retained Goldman, Sachs & Co. as its exclusive financial advisor to assist the
Strategic Initiatives Committee and the Board in evaluating the proposal from Genzyme and any other
proposals that may be made, and to develop other strategic or financial alternatives for maximizing
shareholder value in the context of the current strategic direction of the Company and its existing
business plan.
The Strategic Initiatives Committee has also recommended that the Board of Directors of AnorMED
adopt and implement a Shareholders’ Rights Plan. The purpose of a Rights Plan is to ensure that the
Company has sufficient time to properly develop and pursue all alternatives to maximize the value
for AnorMED’s shareholders. The Rights Plan will be subject to the approval of the Toronto Stock
Exchange.
If and when a formal offer is received from Genzyme, AnorMED will file with the U.S. Securities and
Exchange Commission (the “SEC”) and applicable securities commissions in Canada, a Directors’
Circular that will contain important information for shareholders to read, including the Board’s
recommendation regarding the offer. The Directors’
Circular will be available free of charge on
the SEC’s website at www.sec.gov, at www.sedar.com
or from AnorMED’s Secretary at Suite 200 – 20353
64th Avenue, Langley, British Columbia, Canada V2Y 1N5; telephone (604) 530-1057.
Other reports filed by or furnished to the SEC and applicable securities commission in Canada by
AnorMED may be obtained free of charge at www.sec.gov, www.sedar.com or from AnorMED’s Secretary.
Upcoming product announcements
AnorMED expects to release by the second quarter of 2007, top-line data from two pivotal Phase III
studies for the use of MOZOBIL in cancer patients undergoing stem cell transplantation. Based on
successful results of these studies, the Company plans to file a new drug application (NDA) for
marketing approval with the United States Food and Drug Administration by the fourth quarter of
2007 and with Canadian and European regulators in 2008. Additional data relating to MOZOBIL is
expected to be presented at the American Society of Hematology (“ASH”) meeting scheduled to be held
in Orlando, Florida from December 9 to 13, 2006.
In the next few months, the Company also expects to initiate clinical studies for MOZOBIL for use
as a chemosensitizer for treatment of leukemia patients. In February 2007, the Company expects to
present updated clinical data on the development of AMD070 in HIV patients at the Conference on
Retoviruses and Opportunistic Infections (“CROI”) scheduled to be held in Los Angeles, California.
About AnorMED Inc.
AnorMED is a chemistry-based biopharmaceutical company focused on the discovery, development and
commercialization of new therapeutic products in the areas of hematology, oncology and HIV, based
on the Company’s research into chemokine receptors.
The Company’s product pipeline includes MOZOBIL, currently in pivotal Phase III studies in cancer
patients undergoing stem cell transplants; AMD070, currently in proof of principle Phase I/II
studies in HIV patients; and several novel classes of compounds in pre-clinical development that
target specific chemokine receptors known to be involved in a variety of diseases.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995, and forward looking information within the
meaning of applicable securities laws in Canada, (collectively referred to as “forward-looking
statements”). Statements, other than statements of historical fact, are forward-looking statements
and include, without limitation, statements regarding the Company’s strategy, future operations,
timing and completion of clinical trials, prospects and plans and objectives of management. The
words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”,
“intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar
expressions are often intended to identify forward-looking statements, which include underlying
assumptions, although not all forward-looking statements contain these identifying words. By their
nature, forward-looking statements involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific, that contribute to the possibility that the predictions,
forecasts, projections and other things contemplated by the forward-looking statements will not
occur. We caution readers not to place
undue reliance on these statements as a number of important factors could cause our actual results
to differ materially from the beliefs, outlooks, plans, objectives, expectations, anticipations,
estimates and intentions expressed in such forward-looking statements.
Although our management believes that the expectations represented by such forward-looking
statements are reasonable, there is significant risk that the forward-looking statements may not be
achieved, and the underlying assumptions thereto will not prove to be accurate. Forward-looking
statements in this news release include, but are not limited to, statements about: the Company
potentially entering into a transaction designed to enhance shareholder value (a “potential
transaction”); the Company’s commercialization plans for its lead product, MOZOBIL; the potential
increase in shareholder value expected if the Company achieves its clinical and commercialization
milestones for MOZOBIL and its secondary clinical stage product, AMD070; the Company’s expectation
that other offers to acquire all of the issued and outstanding common shares of the Company may
occur; the Company’s expected release of top-line data and successful results from two pivotal
Phase III studies for the use of MOZOBIL in cancer patients undergoing stem cell transplantation;
the Company’s plans to file a new drug application (“NDA”) for marketing approval with the U.S. FDA
by the fourth quarter of 2007 and with Canadian and European regulators in 2008; the Company’s
expectation that in the next few months it will initiate clinical studies for MOZOBIL for use as a
chemosensitizer for treatment of leukemia patients; the Company’s expectation that
it will present
updated clinical data on the development of AMD070 in HIV patients at the CROI to be held in Los
Angeles, California in February 2007; and the Company’s expectation that it will present additional
data relating to MOZOBIL at the ASH to be held in Orlando, Florida from December 9 to 13, 2006.
With respect to the forward-looking statements contained in this news release, the Company has made
numerous assumptions regarding, among other things: the Company’s ability to enter into a potential
transaction on commercially acceptable financial terms, or at all; the Company’s ability to
commercialize MOZOBIL; the Company’s ability to achieve its clinical and commercialization
milestones for MOZOBIL and its secondary clinical stage product, AMD070, and the resulting increase
in shareholder value; the Company’s ability to release top-line data from its two pivotal Phase III
studies for the use of MOZOBIL in cancer patients undergoing stem cell transplantation; the
Company’s ability to file a NDA for marketing approval with the U.S. FDA by the fourth quarter of
2007 and with Canadian and European regulators in 2008; the Company’s ability to initiate its
clinical studies for MOZOBIL for use as a chemosensitizer for treatment of leukemia patients in
2007; the Company’s ability to present updated data on the development of AMD070 in HIV patients in
February 2007; and the Company’s ability to present additional data relating to MOZOBIL in
December 2006. The foregoing list of assumptions is not exhaustive.
Actual results or events could differ materially from the plans, intentions and expectations
expressed or implied in any forward-looking statements, including the underlying assumptions
thereto, as a result of numerous risks, uncertainties and other factors including: the Company may
not be able to enter into a potential transaction on commercially acceptable financial terms, or at
all; the consummation of a potential transaction might not lead to increased shareholder value; the
Company may not receive other offers to acquire all of its issued and outstanding
common shares; the Company may not be able to develop and obtain regulatory approval for MOZOBIL in
stem cell transplant indications and any future product candidates in the Company’s targeted
indications; the Company may not be able to establish marketing and sales capabilities for MOZOBIL;
the costs of launching MOZOBIL in stem cell transplant indications and any future products in the
Company’s targeted indications may be greater than anticipated; the Company may not be able to
achieve its clinical and commercialization milestones for its second clinical stage product,
AMD070; the Company may not be able to present updated data on the development of AMD070 in HIV
patients in February 2007; the Company may not be able to present additional data relating to
MOZOBIL in December 2006; the Company relies on third parties for the continued supply and
manufacture of MOZOBIL; the Company may face unknown risks related to intellectual property
matters; and the Company may face competition from other pharmaceutical or biotechnology companies.
Although we have attempted to identify the forward-looking statements, the underlying assumptions,
and the risks, uncertainties and other factors that could cause actual results or events to differ
materially from those expressed or implied in the forward-looking statements, there may be other
factors that cause actual results or events to differ from those expressed or implied in the
forward-looking statements. We undertake no obligation to revise or update any forward-looking
statements as a result of new information, future events or otherwise, after the date hereof,
except as may be required by law.
For further information:
Kenneth Galbraith
Chairman and Interim CEO, Tel: 604-889-5320
Kenneth Galbraith
Chairman and Interim CEO, Tel: 604-889-5320
Media Contact
Shafiq Jamal
James Hoggan & Associates
Tel: 604-739-7500
Email: sjamal@hoggan.com
Shafiq Jamal
James Hoggan & Associates
Tel: 604-739-7500
Email: sjamal@hoggan.com