NEW YORK (AP) - The Delaware Court of Chancery on Wednesday approved a joint
petition by Bioenvision Inc. and Genzyme Corp. to reopen a shareholder vote on
Genzyme's acquisition of the drug developer.
Under the Chancery Court's order, Bioenvision will reconvene the special
meeting of stockholders on Oct. 22 to allow all eligible stockholders to vote on
the takeover agreement.
Bioenvision said shareholders may also choose to change their vote or not
take any action.
The companies had argued that the action was necessary to correct errors
made in connection with the special meeting on Oct. 5 "that may otherwise
disenfranchise a significant number of Bioenvision stockholders."
According to the petition, which was filed Tuesday, the chairman of
Bioenvision's special meeting closed the polls before all votes were received,
based on faulty information that SG Americas Securities LLC planned to vote a
sufficient number of shares to approve the merger.
In fact, SG Americas voted fewer shares than expected.
The companies said reopening the polls would give all Bioenvision
shareholders an opportunity to vote and prevent the premature poll closing to
defeat the merger. The polls were open between 11:26 a.m. and 11:29 a.m. on Oct.
5.
The company said a second major shareholder voted in favor of the deal after
the polls had closed.
Based on a preliminary count of the votes received on Oct. 5, including the
second major shareholder, Bioenvision said the merger was approved by 55 percent
of issued and outstanding shares.
The deal, which would sell Bioenvision for $5.60 per share, was opposed by
at least one major holder. Investment firm SCO Capital Partners LLC, which owns
a 13 percent stake in Bioenvision, has said the price was too low and called the
sales process badly managed and poorly timed.
Institutional Shareholder Services, a proxy advisory company, also
recommended that shareholders vote against the deal.
Bioenvision said appraisal rights are also available to all Bioenvision
shareholders before the vote on Oct. 22. An appraisal right allows shareholders
to demand an independent valuator determine a fair price for their shares.
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