US$580M Contested Takeover of AnorMED by Genzyme Corporation

AnorMED Inc., a leading Vancouver-based biotechnology firm, has been acquired by Genzyme Corporation for US$584 million. The transaction, which completed on November 7, 2006, was commenced initially as the first-ever hostile takeover bid in the history of the North American biotechnology industry, took the form of an all-cash tender offer in Canada and the United States. After an intervening bid by Millennium Pharmaceuticals, Inc., another leading Massachusetts-based biotechnology company, Genzyme topped the friendly Millennium bid and entered into a co-operative supported transaction with AnorMED.

Pursuant to the transaction, Genzyme, one of the world's leading biotechnology firms with more than 8,500 employees, based in Cambridge, Massachusetts, acquired 100 per cent of the issued and outstanding shares of AnorMED and intends to acquire the balance of the shares pursuant to a compulsory acquisition.

AnorMED was represented by Farris, Vaughan, Wills & Murphy LLP with a team led by R. Hector MacKay-Dunn, Q.C., Ronald Murray and Trevor Scott that included Peter Roth, Joseph Yang, Denise Nawata and Bo Rothstein (corporate/securities), and for securities regulatory matters by Kenneth McEwan, Q.C., Ludmila Herbst and Shawn McColm. Al Hudec and Ruby Chan of Davis & Company LLP represented the Strategic Initiatives Committee of AnorMED and Daniel Miller, J.R. Kang (corporate/securities), Michael Lindsay and Michael Skoglund (antitrust) of Dorsey & Whitney LLP acted as AnorMED's US counsel. Goldman, Sachs & Co., financial advisor to AnorMED, was represented by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Christopher Morgan and Ryan Dzierniejko (corporate/securities). AnorMED's largest shareholders, being various funds advised by Baker Bros. Advisors, LLC, were represented by Berl Nadler and Peter Hong of Davies, Ward, Phillips & Vineberg LLP.

Genzyme's internal legal team was led by Peter Wirth and Steve Mahoney. Genzyme was represented in Canada by Osler, Hoskin & Harcourt LLP with a team led by Clay Horner that included Jeremy Fraiberg and Osman Aboubakr (corporate/securities), David Tetreault and Ted Citrome (tax), and Peter Glossop and Paul Winton (regulatory); and in the US by Ropes & Gray LLP with a team led by Paul Kinsella that included Sarah Filion and Andrew Sung (corporate/securities). Millennium was represented in Canada by McCarthy T├ętrault LLP with a team led by Tim McCafferty that included Sven Milelli and Jeremy Feist, Cheryl Slusarchuk and Joyce Lee (corporate/securities) and Brent Kerr (tax); and in the US by Wilmer, Cutler, Pickering, Hale and Dorr LLP with a team led by Michael LaCascia that included Omar White (corporate/securities).


Ronald G. Murray Edward N. Citrome Shawn R. McColm Daniel M. Miller A. Brent Kerr Jeremy D. Fraiberg Joyce Y.Y. Lee Denise Nawata Ludmila B. Herbst Peter L. Glossop J. Kenneth McEwan Osman Aboubakr Paul Winton Robert (Bo) Rothstein Trevor R. Scott Peter M. Roth R. Hector MacKay-Dunn Albert J. Hudec Tim McCafferty Ruby Chan Joseph Yang Clay Horner Sven O. Milelli Jeremy C. Feist David T. Tetreault Cheryl L. Slusarchuk


FARRIS DLA Piper (Canada) LLP Dorsey & Whitney LLP Skadden, Arps, Slate, Meagher & Flom LLP Osler, Hoskin & Harcourt LLP McCarthy Tétrault LLP Vision Almet Limited