Bioenvision and Genzyme file petition on merger

Bioenvision and Genzyme have jointly filed a petition with the Court of Chancery of the State of Delaware seeking relief in connection with a special meeting of the stockholders of Bioenvision held on October 5, regarding the approval of the agreement and plan of merger, dated May 29 (Marketletter June 4).

Genzyme made a $5.600 per share bid for Bioenvision, valuing the firm at around $345.0 million, which has the support of the latter's board but not all shareholders. The biotechnology major made it clear that it will not raise its offer price as recently as last month (Marketletter September 27).

The petition seeks that the Chancery Court permit Bioenvision to reconvene the special meeting of stockholders in late October and reopen the polls to ensure that all Bioenvision stockholders are afforded an opportunity to vote for or against the adoption of the merger and for those votes to be properly counted. In addition, this relief would provide that appraisal rights relating to the merger agreement will be available to all Bioenvision stockholders prior to taking the vote in late October. The companies seek this relief to correct errors made in connection with the October 5 meeting that may otherwise disenfranchise a significant number of Bioenvision stockholders.