Bioenvision Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 05 2007 - 5:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
x
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Filed by a Party other than the
Registrant
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Check the appropriate
box:
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o
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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BIOENVISION,
INC.
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(Name of
Registrant as Specified In Its Charter)
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(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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This filing consists of a press release issued by Bioenvision, Inc.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed acquisition of Bioenvision, Inc. (Bioenvision)
by Genzyme Corporation (Genzyme) and the required approval of the transaction
by Bioenvisions stockholders, Bioenvision filed a definitive proxy statement
and other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC) on September 7, 2007. Stockholders of
Bioenvision are urged to read the definitive proxy statement and any other
relevant documents because they contain important information. Investors and
security holders can obtain free copies of the definitive proxy statement and
other relevant documents when they become available by contacting Bioenvision
Investor Relations at (212) 750-6700 ext. 160. In addition, documents
filed with the SEC by both Genzyme and Bioenvision are available free of charge
at the SECs web site at http://www.sec.gov.
Information regarding the identity of the persons who may, under SEC
rules, be deemed to be participants in the solicitation of stockholders of
Bioenvision in connection with the transaction, and their interests in the
solicitation, is set forth in the proxy materials filed by Bioenvision with the
SEC.
FORWARD-LOOKING
STATEMENTS
Certain statements contained in the press
release are forward-looking statements, including express or implied
statements regarding the future approval by Bioenvisions stockholders of the
pending agreement and plan of merger with Genzyme and regarding Bioenvision
obtaining regulatory approval of its products. Because these statements
are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Specifically, factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are
not limited to: risks associated with whether the merger of Wichita Bio
Corporation with and into Bioenvision will be approved by the stockholders of
Bioenvision; risks associated with the uncertainty as to whether such merger
will in fact occur, risks associated with disruptions from the proposed merger
transaction which may harm relationships with customers, employees, suppliers
and partners; risks associated with the outcome of litigation and regulatory
proceedings to which we are currently a party and may become a party in the
future; risks associated with preclinical and clinical developments in the
biopharmaceutical industry in general and in Bioenvisions compounds under
development in particular; the potential failure of Bioenvisions compounds
under development to prove safe and effective for treatment of disease;
uncertainties inherent in the early stage of Bioenvisions compounds under
development; failure to successfully implement or complete clinical trials;
failure to receive marketing clearance from regulatory agencies for our
compounds under development; acquisitions, divestitures, mergers, licenses or
strategic initiatives that change Bioenvisions business, structure or
projections; the development of competing products; uncertainties related to
Bioenvisions dependence on third parties and partners; and those risks
described in Bioenvisions filings with the SEC. Bioenvision assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments, except as required by law and the
statements contained in the press release are current as of the date hereof
only.
2
CONTACTS:
James S. Scibetta (investors)
(212) 750-6700
Sondra S. Newman (media)
(617) 877-5687
For Immediate Release
Bioenvision Adjourns Special Meeting of Stockholders
- Inspector of Elections Tabulating Final Vote, Meeting to Reconvene
October 10 -
New York, NY -
(October
5, 2007) - Bioenvision, Inc. (NASDAQ:
BIVN) announced today that at its reconvened special meeting of stockholders, a
vote was held regarding the approval of the Agreement and Plan of Merger, dated
May 29, 2007, between Bioenvision and Genzyme Corporation, as amended by
Amendment No. 1 thereto, dated August 8, 2007 (the Merger Agreement). After
the vote was taken, the special meeting of stockholders was adjourned so that
the inspector of elections could have additional time to tabulate the final
vote with respect to approval of the Merger Agreement. The special meeting of
stockholders is scheduled to reconvene on Wednesday, October 10 at 11 a.m.
local time at the offices of Goodwin Procter LLP, at 599 Lexington Avenue in
New York.
Additional Information and Where to Find It
In connection with the proposed transaction, Bioenvision has filed a
definitive proxy statement, a proxy supplement and other materials with the
Securities and Exchange Commission (the SEC). We urge investor to read the proxy materials carefully, as they
contain important information about Bioenvision and the proposed Merger
Agreement. Investors can obtain free copies of the definitive proxy statement as
well as other filed documents containing information about Bioenvision at http://www.sec.gov, the SECs free
internet site. These filings are also
accessible in the Investors section of the companys website at http://www.bioenvision.com.
About Bioenvision, Inc.
Bioenvisions primary focus is the acquisition, development,
and marketing of compounds and technologies for the treatment of cancer. Bioenvisions product pipeline is focused on:
Evoltra
®
(clofarabine) and Modrenal
®
.
For more information on Bioenvision please visit our website at
www.bioenvision.com.
Certain
statements contained in this press release are forward-looking statements,
including express or implied statements regarding the future approval by
Bioenvisions stockholders of the pending agreement and plan of merger with
Genzyme. Because these statements are subject to risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Specifically, factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to: risks associated
with whether the merger of Wichita Bio Corporation with and into Bioenvision
will be approved by the stockholders of Bioenvision; risks associated with the
uncertainty as to whether such merger will in fact occur, risks associated with
disruptions from the proposed merger transaction which may harm relationships
with customers, employees, suppliers and partners; risks associated with the
outcome of litigation and regulatory proceedings to which we are currently a
party and may become a party in the future; risks associated with preclinical
and clinical developments in the biopharmaceutical industry in general and in
Bioenvisions compounds under development in particular; the potential failure
of Bioenvisions compounds under development to prove safe and effective for
treatment of disease; uncertainties inherent in the early stage of Bioenvisions
compounds under development; failure to successfully implement or complete
clinical trials; failure to receive marketing clearance from regulatory
agencies for our compounds under development; acquisitions, divestitures,
mergers, licenses or strategic initiatives that change Bioenvisions business,
structure or projections; the development of competing products; uncertainties
related to Bioenvisions dependence on third parties and partners; and those
risks described in Bioenvisions filings with the SEC. Bioenvision assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments, except as required by law and the
statements contained in this press release are current as of the date of this
release only.
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