Amendment No.16 to Schedule 14D-9
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
(Amendment No. 16)
AnorMED Inc.
(Name of Subject Company)
AnorMED Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
035910108
(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)
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Copies to: |
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| R. Hector MacKay-Dunn, Q.C.
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Daniel M. Miller |
| Ronald G. Murray
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Dorsey & Whitney LLP |
| Farris, Vaughan, Wills & Murphy LLP
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Suite 1605 |
| 25th Floor
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777 Dunsmuir Street |
| 700 West Georgia Street
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P.O. Box 10444, Pacific Centre |
| Vancouver, B.C.
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Vancouver, B.C. |
| Canada V7Y 1B3
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Canada V7Y 1K4 |
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Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer. |
This Amendment No. 16 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 Company’s board of directors has
also prepared a Notice of Change to Directors’ Circular (the
“Notice of Change”), dated October 17,
2006, that relates to the Director’s Circular, pursuant to
applicable securities laws in Canada and the United States. The
Directors’ Circular has been mailed to AnorMED shareholders and was filed as exhibit (a)(2)(A) to the
initial filing of this Statement. The Notice of Change will be mailed
to AnorMED shareholders and is filed as Exhibit (a)(2)(W) to this
Statement. The Directors’ Circular, as amended and supplemented
by the Notice of Change, 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 and the Notice of
Change.
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| Item 3. |
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
Item 3 is hereby amended and supplemented as follows:
On October 17, 2006, AnorMED Inc. and Genzyme announced that they have executed a mutually
beneficial support agreement under which Genzyme will acquire AnorMED in an all cash transaction
valued at US$13.50 per outstanding share, or approximately US$580 million.
Kenneth Galbraith and the Baker Bros. affiliates have signed shareholder support agreements
with Genzyme to tender their shares to Genzyme’s amended bid when it is filed,
subject to their ability to withdraw such support in the event of a superior competing
proposal prior to the expiry of the Genzyme offer.
Genzyme’s acquisition of AnorMED will take the form of an all cash tender offer to acquire all
outstanding shares of AnorMED, which will expire at 8:00 a.m. (Vancouver time) on November 6, 2006.
Genzyme may elect to extend its existing offer again by giving notice of such extension to AnorMED
shareholders, a copy of which will be filed with the securities regulatory authorities in Canada
and the United States and which should also be made available by such authorities through the
Internet at www.sedar.com or www.sec.gov. AnorMED shareholders who have already tendered and have
not withdrawn their shares to Genzyme’s offer need to take no further action to accept Genzyme’s
offer. All AnorMED shareholders are eligible to receive the offer price per share of US$13.50,
including shareholders who have already tendered their shares. As of 8:00 a.m. on October 17,
2006, approximately 3,120 AnorMED shares had been tendered and not withdrawn to Genzyme’s offer.
The support agreement with Genzyme also provides AnorMED with the right to withdraw, modify or
change its support regarding Genzyme’s tender offer of US$13.50 per share in cash only if AnorMED’s
Board of Directors receives a superior proposal prior to the expiry of the Genzyme tender offer.
Genzyme has the right to match any such superior proposal made by another bidder. If AnorMED’s
Board accepts a superior proposal after Genzyme does not match such proposal, Genzyme may be
entitled to a payment of US$19.5 million from AnorMED.
The transaction has been approved by the Boards of Directors of both companies and is subject
to clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
The foregoing descriptions of the support agreement and shareholder support agreements are
qualified in their entirety by reference to the complete agreements, which are filed
as Exhibits hereto and are incorporated herein by reference. The support agreement is filed
herewith as Exhibit (e)(2) and the shareholder support agreements are filed herewith as Exhibits
(e)(3) and (e)(4).
A copy of AnorMED’s press release, dated October 17, 2006, with respect to the matters
described above is attached hereto as Exhibit (a)(2)(X). The section of the press release entitled
“FORWARD LOOKING STATEMENTS” is incorporated herein by reference.
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| Item 7. |
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PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS |
Item 7 is hereby amended and supplemented to include the disclosure included above under Item
3.
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| Item 8. |
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ADDITIONAL INFORMATION |
Genzyme plans to commercialize MOZOBIL through its existing global transplant business to
hematologists and bone marrow transplant centers in more than 50 countries throughout the world.
MOZOBIL has been shown in multiple earlier studies to rapidly increase the number of stem
cells in circulation in the blood, an important step in preparing a patient for a stem cell
transplant. Increasing the number of stem cells collected can improve patient outcomes in two ways:
by helping patients who were previously not eligible to meet the target ranges needed for a
transplant; and by raising the level of stem cells collected in those already eligible, thereby
improving the viability of the transplant.
According to Genzyme, approximately 55,000 stem cell transplants are performed each year for
multiple myeloma, non-Hodgkin’s lymphoma, and other conditions in markets where Genzyme has a
commercial infrastructure, including the United States, Europe, Latin America and the Asian Pacific
countries. A majority of these patients could potentially benefit from the use of MOZOBIL.
Enrollment is complete in a pivotal Phase III trial for MOZOBIL in multiple myeloma, and a
second pivotal Phase III trial in non-Hodgkin’s lymphoma is expected to complete enrollment soon.
MOZOBIL has been granted orphan drug status in the United States and European Union and AnorMED has
entered into a special protocol assessment agreement with the FDA.
Item 9 is hereby amended and supplemented to include the following exhibits:
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Description |
(a)(2)(W)
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Notice of Change, dated October 17, 2006 |
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(a)(2)(X)
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News release, dated October 17, 2006 |
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(e)(2)
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Form of Support Agreement, dated as of October 17, 2006, among AnorMED
Inc., Genzyme Corporation and Dematal Corp. |
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(e)(3)
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Form of Shareholder Support Agreement, dated as of October 17, 2006,
among specified shareholders, Genzyme Corporation and Dematal
Corp. |
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(e)(4)
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Form of Shareholder Support Agreement, dated as of October 17, 2006,
among Kenneth Galbraith, Genzyme Corporation and Dematal Corp. |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and correct.
Dated: October 17, 2006
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ANORMED INC. |
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By: |
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/s/ William J. Adams |
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Name:
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William J. Adams |
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Title:
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Vice President, Finance, Chief Financial
Officer, Secretary and Treasurer |
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EXHIBIT INDEX
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| Exhibit |
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Description |
(a)(2)(A)*
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Directors’ Circular, dated September 5, 2006 |
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(a)(2)(B)*
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Press release of AnorMED Inc., dated September 5, 2006 |
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(a)(2)(C)*
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News release, dated September 7, 2006 |
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(a)(2)(D)*
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Material Change Report, dated September 11, 2006 |
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(a)(2)(E)*
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Material Change Report, dated September 11, 2006 |
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(a)(2)(F)*
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Limited Duration Shareholder Rights Plan Agreement |
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(a)(2)(G)*
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News release, dated September 15, 2006 |
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(a)(2)(H)*
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News release, dated September 18, 2006 |
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(a)(2)(I)*
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News release, dated September 19, 2006 |
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(a)(2)(J)*
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PowerPoint slides from Annual General Meeting presentation |
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(a)(2)(K)*
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Transcript of portions of Annual General Meeting |
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(a)(2)(L)*
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News release, dated September 20, 2006 |
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(a)(2)(M)*
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News release, dated September 25, 2006 |
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(a)(2)(N)*
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News release, dated September 26, 2006 |
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(a)(2)(O)*
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Material Change Report, dated September 28, 2006, in connection
with an amended license agreement between AnorMED Inc. and
Poniard Pharmaceuticals, Inc. |
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(a)(2)(P)*
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Amendment No. 1 to License Agreement, effective as of September
18, 2006, between AnorMED Inc. and Poniard Pharmaceuticals,
Inc. |
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(a)(2)(Q)*
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Material Change Report, dated September 28, 2006, in connection
with the Support Agreement, dated as of September 26, 2006,
between AnorMED Inc. and Millennium Pharmaceuticals, Inc. |
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(a)(2)(R)*
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News release, dated October 4, 2006 |
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(a)(2)(S)*
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Directors’ Circular, dated October 5, 2006 |
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(a)(2)(T)*
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News release, dated October 5, 2006 |
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(a)(2)(U)*
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News release, dated October 10, 2006 |
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(a)(2)(V)*
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News release, dated October 11, 2006 |
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(a)(2)(W)
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Notice of Change, dated October 17, 2006 |
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(a)(2)(X)
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News release, dated October 17, 2006 |
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(e)(1)*
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Confidentiality Agreement, dated October 4, 2006, among Genzyme
Corporation, Dematal Corp. and AnorMED Inc. |
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| Exhibit |
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Description |
(e)(2)
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Form of Support Agreement, dated as of October 17, 2006, among AnorMED
Inc., Genzyme Corporation and Dematal Corp. |
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(e)(3)
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Form of Shareholder Support Agreement, dated as of October 17, 2006,
among specified shareholders, Genzyme Corporation and Dematal
Corp. |
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(e)(4)
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Form of Shareholder Support Agreement, dated as of October 17, 2006,
among Kenneth Galbraith, Genzyme Corporation and Dematal
Corp. |
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(g)(1)*
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Information Agent Script for Incoming Calls |
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(g)(1)*
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Information Agent Script for Incoming Calls |
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(g)(2)*
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Information Agent Script for Outgoing Calls |
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(g)(3)*
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Information Agent Script for Outgoing Calls |
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(g)(4)*
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Information Agent Script for Incoming Calls |