No New Shares Tendered in Bioenvision Deal; Genzyme Still Hopes for Merger

7/10/07Follow @bbuderi

Genzyme today confirmed what has been glaringly obvious over the last few days: its extended tender offer for Bioenvision has fallen flat. A Genzyme spokesperson verified that no new shares had been tendered as of the deadline at 12:01 this morning. With Bioenvision’s stock trading at almost $6 a share yesterday, nearly 40 cents per share over Genzyme’s offer price, it was little wonder. And despite last week’s extension of the tender offer deadline, Genzyme was adamant this morning that the offer has now been terminated, and that no new offer would be forthcoming.

“We’ve closed the tender offer, we’ve completed it, and we’re not doing anything in terms of increasing the price,” says Maria Cantor, Genzyme’s director of corporate communications. Cantor adds that the company is hopeful that Bioenvision shareholders will nevertheless vote to complete the envisioned merger with Genzyme.

Previously, all the preferred shares and approximately 19 percent of the common stock shares had been tendered, well short of Genzyme’s initial goal of acquiring 50 percent of Bioenvision’s common stock—a figure that would allow it to approve a merger without other shareholders’ consent. In its press release today, Genzyme indicated it would accept being a minority shareholder—albeit an influential one. “We are proceeding with the purchase of all the Bioenvision preferred shares, as well as the common shares tendered,” reads a statement from Mark J. Enyedy, president of Genzyme Oncology, a Genzyme business unit. “At a minimum, we are committed to playing an active and constructive role as a significant long-term shareholder of Bioenvision.”

Cantor said that proxy statements detailing the merger and other significant disclosures would be prepared and sent out to all Bioenvision shareholders in the next few weeks. She said that even with Genzyme holding a minority of the common stock, her company hopes Bioenvision shareholders will approve the envisioned merger at a meeting that should be held later this year.

Bioenvision shares were up a penny, at $5.97, as we posted.

Bob is Xconomy's founder and editor in chief. You can e-mail him at bbuderi@xconomy.com, call him at 617.500.5926. Follow @bbuderi

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  • Robert Buderi

    Just got a call from Genzyme. The company miscounted the shares tendered by this morning’s deadline. Instead of the 6,888,098 shares reported tendered, the company actually received 8,706,644–raising its total from 19 percent to 22 percent of the common stock counting converted preferred shares. However, that is still down 4 percent from the original tender deadline on July 2, meaning a significant number of withdrawals took place.