This Amendment No. 6 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended, the “Statement”) initially filed by AnorMED Inc. with the U.S.
Securities and Exchange Commission on September 5, 2006, relating to the tender offer (the “Genzyme
Offer”) made by Dematal Corporation (“Dematal”), a Nova Scotia unlimited liability company and a
wholly-owned subsidiary of Genzyme Corporation (“Genzyme” and together with Dematal, the
“Offerors”), a Massachusetts corporation, for all of the common shares of AnorMED. The terms and
conditions of the Genzyme Offer are set forth in the Offer to Purchase and Circular of the
Offerors, dated September 1, 2006 (the “Tender Offer Circular”). The Tender Offer Circular has
been filed by the Offerors with the U.S. Securities and Exchange Commission as part of a Tender
Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the
“Schedule TO”), which includes information required to be reported under Rule 14d-3 of the
Securities Exchange Act of 1934, as amended. The Schedule TO was initially filed by the Offerors
on September 1, 2006.
In connection with the Genzyme Offer, the Company’s board of directors has prepared a
directors’ circular (the “Directors’ Circular”), dated September 5, 2006, pursuant to applicable
securities laws in Canada and the United States. The Directors’ Circular will be mailed to AnorMED
shareholders , was filed as exhibit (a)(2)(A) to the initial filing of this Statement, and is
incorporated by reference into this Statement in its entirety. Capitalized terms used herein and
not defined herein have the respective meanings assigned to such terms in the Directors’ Circular.
Item 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented as follows:
On September 19, 2006, AnorMED announced it will receive U.S.$10 million in cash in
consideration for amending the license agreement for its proprietary anti-cancer drug picoplatin
(NX473) to expand the licensed territories to worldwide, forego future development milestones and
reduce royalty payments.
AnorMED licensed picoplatin to Poniard Pharmaceuticals Inc. (NASDAQ:PARD), formerly NeoRx
Corporation, in April 2004. Under the terms of the new amendment, AnorMED will receive a cash
payment of U.S.$5 million by October 16, 2006 and an additional cash payment of U.S.$5 million by
March 31, 2007. AnorMED will continue to be eligible to receive a reduced potential partnership
revenue stream from Poniard within the first year of this amendment and single digit royalty
payments on product sales, assuming future marketing approval. AnorMED retains rights to a total of
U.S.$5 million in commercialization milestone payments if certain sales targets are achieved. The
amendment expands Poniard’s licensed rights to picoplatin to include Japan.
Under the terms of the original agreement from 2004, AnorMED granted Poniard exclusive global
rights excluding Japan to develop, manufacture and commercialize picoplatin. AnorMED received a
one-time upfront milestone payment of U.S.$1 million cash and U.S.$1 million in Poniard common
stock. In addition, AnorMED was eligible to receive additional milestone payments of up to U.S.$13
million, payable in cash or a combination of cash and Poniard common stock, and royalty payments of
up to 15% of product sales, assuming the future approval for marketing by regulatory authorities.
Poniard, a specialty pharmaceutical company focused on oncology, announced August 17, 2006
that it had completed enrollment in a Phase II clinical trial evaluating picoplatin for the
treatment of small cell lung cancer. Poniard is also evaluating picoplatin in Phase I/II clinical
trials for the treatment of colorectal and prostate cancer.
Picoplatin is an intravenous chemotherapeutic agent designed to overcome platinum resistance
associated with the treatment of solid tumors. According to Poniard, testing in more than 500
patients in Phase I and II safety and efficacy studies indicates that picoplatin may have a more
manageable safety profile with fewer side effects than currently available platinum-based
therapies.
TABLE OF CONTENTS
Item 9. EXHIBITS
Item 9 is hereby amended and supplemented to include the following exhibits:
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Description |
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| (a)(2)(I)
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News release, dated September 19, 2006 |