Genzyme will not increase price for Bioenvision

By Lisa Kerner

Charlotte, N.C., Sept. 27 - Genzyme Corp. is standing firm on its "best and final" $5.60-per-share offer for Bioenvision, Inc. under the companies' May 29 merger agreement.

"It reflects the full and fair value for Bioenvision common stock based on our extensive due diligence on the company, and our detailed understanding of the risks associated with, and investment required for, the further development of clofarabine," Genzyme Oncology president mark J. Enyedy said in a company news release.

"We now all know that clofarabine will not be approved in adult AML [acute myelogenous leukemia] in the European Union until 2008, at the earliest."

Bioenvision agreed to be acquired by Genzyme in an all-cash transaction valued at $5.60 per outstanding common share and $11.20 per outstanding preferred share, or approximately $345 million. On Oct. 4, Bioenvision shareholders will vote on the merger. If the deal is rejected, Genzyme said it plans to remain active as "a significant long-term shareholder" of Bioenvision.

Genzyme currently owns some 22% of Bioenvision common stock, following completion of a July 10 tender offer.

It was previously reported that Bioenvision shareholder SCO Capital Partners LLC plans to vote its 13.1% of company stock against the merger and will propose a new slate of nominees for election to the board. SCO believes the $5.60-per-share offer is "extremely inadequate" and is the result of "a poorly managed and ill-timed sales process." SCO said it believes an offer price in excess of $10.00 per share is possible.

Elliott Associates, LP, with a 6.7% stake in the company, also believes the proposed sale "significantly undervalues Bioenvision" and, as a result, will not vote in favor of the deal. The investor found fault with the "hurried and flawed sale process" as well as "apparent conflicts-of-interest on the part of the board," a prior news release stated.

Bioenvision is a New York biopharmaceutical company. Genzyme is a biotechnology company based in Cambridge, Mass.

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