VANCOUVER, April 7 /PRNewswire-FirstCall/ -- AnorMED Inc. (TSX: AOM; AMEX:AOM) announces that it is seeking a settlement with the dissident shareholders, represented by The Baker Group, involving agreement on the previously negotiated slate of directors comprised of five nominees from each slate and by submitting other outstanding issues to a third party mediator for resolution.
The special meeting of shareholders was requisitioned by various entities managed by Felix J. Baker and Julian C. Baker for the purposes of replacing the existing Board of Directors. The upcoming special shareholder meeting will be held on April 21, 2006 in Vancouver.
A Special Committee of the Board of AnorMED and the Baker Group agreed to a 10-member Board of Directors, comprised of a majority of new directors, during negotiations in mid-March. AnorMED proposes a hybrid board slate set out below, or one similar to it, to replace the current Board and that a third party mediator be engaged to resolve any outstanding issues between the Company and the Baker Group as quickly as possible. The combined slate agreed to by both sides was:
Michael J. Abrams, President and Chief Executive Officer of AnorMED Inc.
Felix J. Baker, Managing Partner, Baker Brothers Advisors LLC
William L. Hunter, President and Chief Executive Officer of Angiotech
Pharmaceuticals Inc.
Kenneth Galbraith, President Gigha Consulting Ltd
Julia Levy, Executive Chairman of the Scientific Advisory Board of QLT
Eve E. Slater, Corporate Director
Joe Dougherty, Partner and Co-Founder, Seaview Securities LLC
Michael R. Van Every, Director, Biovail Corporation
Henry J. Fuchs, Executive Vice President and Chief Medical Officer, Onyx
Pharmaceuticals Incorporated
Klaus Veitenger, President and Chief Executive Officer of Schwarz
Pharmaceuticals U.S.A. Inc.
"The AnorMED Board and Management Team remains in full support of a "hybrid" Board slate, with a balanced number of candidates from both the Baker slate and the AnorMED slate," said Dr. Michael Abrams, CEO AnorMED Inc. He added, "This process has been very disruptive for AnorMED. This is a critical time for the Company and we need to turn our focus to achieving our goals and resuming our business operations. We believe a settlement on a balanced board and the retention of key members of senior management and employees is in the best interest of all AnorMED shareholders in the short and long term."
The election of the dissident slate of directors at the AnorMED special meeting April 21, 2006, would result in a change in control. This will have a financial impact on AnorMED cash resources and may result in the loss of key employees and senior management.
Unless a settlement can be achieved, AnorMED shareholders are recommended to vote their BLUE AnorMED proxy in favour of the AnorMED Slate. Proxies must be returned by April 19, 2006 at 10:00 a.m. Vancouver time for your vote to count. The AnorMED Management Proxy Circular, which has been mailed to shareholders and filed with regulators, is available on the Company website (http://www.anormed.com/) and SEDAR at http://www.sedar.com/. For more information call North American toll free number 1-866-267-8910, or collect at 416-642-7069. If shareholders previously returned a Yellow Dissident Proxy, they have every legal right to change their vote, by simply signing, dating and returning a Blue proxy.
AnorMED is a chemistry-based biopharmaceutical company focused on the discovery, development and commercialization of new therapeutic products in the areas of hematology, HIV and oncology. The Company has a product in Phase III development, a product in Phase II development and a research program focused on a novel class of compounds that target specific chemokine receptors known to be involved in a variety of diseases including HIV. Additional information on AnorMED Inc. is available on the Company's website http://www.anormed.com/.
Note: Certain of the statements contained in this press release may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws, including the Ontario Securities Act, Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Statements or information regarding strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words "anticipates, "believes", "budgets", "could", "estimates", "expects," "forecasts", "intends", "may", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are intended to identify forward-looking statements or information, although not all forward- looking statements or information contain these identifying words. Plans, intentions or expectations disclosed in any forward-looking statements or information should not be read as guarantees of future results or events, and will not necessarily be accurate indications of whether or the times at or by which such results or events will be achieved. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements or information. Investors are referred to the discussion of such risks, uncertainties and other factors in AnorMED's Final Short Form Prospectus dated December 1, 2005 filed on SEDAR with Canadian securities regulatory authorities and in Exhibit 99.1 to AnorMED's Report on Form 6-K filed with the U.S. Securities and Exchange Commission on December 23, 2005. Except as required by law, AnorMED expressly disclaims any intention and undertakes no obligation to update any forward-looking statements or information as conditions change.
For further information:
Dr. Michael Abrams Elisabeth Whiting, M.Sc.
President & CEO VP Corporate Development
Tel: 604-530-1057 & Communications
E-mail:
