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Wednesday, October 10, 2007

Bioenvision: Wins in Delaware?!

See the press release below.  I was meaning to write this up in full tomorrow, but the whole affair is just plain odd.  And I wonder what Bioenvision went to court on when it already had the necessary number of votes to effect the merger (my guess -- the winning votes came in only after the meeting had ended).  I'll take a look at the petition and other documents and have more later.  (Addendum:  Here is the petition and here is the order -- it appears that Bioenvision was petitioning to reopen the meeting in order to count late votes -- otherwise the merger would have failed) 

Delaware Court Approves Bioenvision, Genzyme Joint Petition (Dow Jones 10/10 15:00:23)

Special Meeting to be Reconvened on October 22

NEW YORK and CAMBRIDGE, Mass., Oct. 10 /PRNewswire-FirstCall/ -- Bioenvision, Inc. (Nasdaq: BIVN) and Genzyme Corporation (Nasdaq: GENZ) announced today that the Court of Chancery of the State of Delaware granted a petition filed yesterday by both companies to reconvene Bioenvision's special stockholder meeting on October 22 to vote on the merger agreement between Bioenvision and Genzyme.

Under the Chancery Court's order, Bioenvision will reconvene the special meeting of stockholders on October 22, 2007 and reopen the polls to ensure that all Bioenvision stockholders as of the record date of September 5, 2007 are afforded an opportunity to vote for or against the adoption of the Merger

Agreement and for those votes to be properly counted. Bioenvision will accept for consideration all votes, proxies or ballots related to the merger agreement delivered by any record holder. Bioenvision stockholders are not obligated to take any action or they could change their votes if they chose or vote even if they have not previously cast a vote on this matter.

Appraisal rights are available to all Bioenvision stockholders prior to the taking of the vote on October 22. Bioenvision will provide additional information concerning the reconvened special meeting to all stockholders on the Record Date in a mailing to be sent October 11, 2007.

Based on a preliminary count of the votes received through October 5, 2007, approximately 55 percent of issued and outstanding shares have voted in favor of the merger.

Stockholders who have questions about the merger, need assistance in submitting their proxy or voting their shares (or changing a prior vote of their shares) should contact Bioenvision's proxy solicitor, The Altman Group, 1200 Wall Street West, Lyndhurst, NJ 07071, (800) 622-1642 (toll-free stockholders line) or (212) 681-9600 (collect), email: info@altmangroup.com.

http://lawprofessors.typepad.com/mergers/2007/10/bioenvision-win.html

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