Genzyme will acquire AnorMed in a cash transaction valued at $13.50 per outstanding share, or approximately $580 million.
Genzyme started the bidding war in August with a hostile takeover bid of $515 million, raising the offer to $580 million after Millenium launched a friendly offer of $515 million.
Millennium allowed the deadline to make a further counter offer pass and released a statement saying the deal “would not have been in the best interests of Millennium shareholders.” However, Millennium said it is entitled to a $19.5 million break-up fee.
Genzyme and Millennium were both attracted to the acquisition of AnorMed in order to purchase its promising late stage product, Mozobil. Mozobil is a stem cell transplantation product and is expected to launch in 2008.
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 stem cell transplant.
“This is a strategic fit for us that complements our existing transplant and oncology businesses,” stated Henri Termeer, CEO of Genzyme Corporation.
“AnorMed's board of directors, believes the amended $13.50 per share offer represents the best alternative currently available to AnorMed shareholders and provides a certain and fair value for AnorMed shareholders,” said Kenneth Galbraith, interim CEO of AnorMed.
The support agreement with Genzyme also provides AnorMed with the right to withdraw its support if AnorMed receives a superior proposal. Genzyme also has the right to match any such superior proposal made by another bidder. If AnorMed accepts a superior proposal Genzyme may be entitled to a payment of $19.5 million from AnorMed.