AnorMED releases statement regarding rejection of the Baker Group proposal & decision to hold special shareholder meeting
March 20 2006 - 7:15AM
PR Newswire (US)
VANCOUVER, March 20 /PRNewswire-FirstCall/ -- AnorMED Inc.
(AOM:TSX; AOM:AMEX) provides shareholders with additional
information regarding AnorMED's decision to reschedule the Special
meeting of shareholders given that no consensual resolution
regarding the requisition to replace the existing Board of
Directors could be achieved. After refusing for two months to
consider any compromise proposals put forward by the Special
Committee of the Board of AnorMED, Dr Baker made his own proposal
for a Board which would include 6 new directors. This proposal was
accepted by the Special Committee of the Board with the proviso
that management be given adequate severance coverage in the event
that their employment was terminated. The Special Committee's
motivation was to ensure retention of key senior management
critical to the success of AnorMED and progress of its clinical
pipeline thus maximizing shareholder value. Contrary to the Press
Release of 17 March from Baker Brothers, the Special Committee and
senior management of AnorMED supported a resolution whereby senior
management would not receive either the C$ 2.7 million or the
accelerated share vesting mentioned by Baker Brothers. However, in
view of the uncertainties generated by this process, the Special
Committee was only willing to agree to Dr Baker's proposal if
management were provided with severance arrangements similar to
those in their existing change of control contracts. This would
cost AnorMED nothing, if none of senior management were dismissed.
Rather than accept this, Dr Baker decided to proceed to the Special
Meeting, where, if his slate were to be elected, AnorMED would be
obliged to pay out the C$ 2.7 million and the accelerated share
vesting to management, if they continued their employment with
AnorMED for 6 months after the change of control. 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 Circular will be
distributed to all AnorMED shareholders in the week of March 27,
2006, prior to the Special Meeting of Shareholders, which will be
held in Vancouver, BC on April 21, 2006. The Board has selected
three new directors with expertise in drug commercialization,
leadership in transition to profitability and finance to assist the
Corporation as it moves to maximize the value of AnorMED. New
members of the proposed Board and its position on the requisition
will be addressed in its Proxy Circular. 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 or
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 President &
CEO Tel: 604-530-1057 E-mail: Elisabeth Whiting, M.Sc. VP Corporate
Development & Communications Tel: 604-532-4667 Cell:
604-763-4682 E-mail: DATASOURCE: AnorMED Inc. CONTACT: Dr. Michael
Abrams, President & CEO, Tel: (604) 530-1057, E-mail: ;
Elisabeth Whiting, M.Sc., VP Corporate Development &
Communications, Tel: (604) 532-4667, Cell: (604) 763-4682, E-mail:
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