Millennium to acquire AnorMED

Story Update

VANCOUVER, B.C.—October 17, 2006—In the midst of a battle between two biotech giants, Canadian company AnorMed announced it has executed a mutually beneficial support agreement that will see it be acquired by Cambridge, Mass.-based Genzyme for $580 million. Genzyme's initial offer had originally been rebuffed by AnorMed, which received a counter offer from Millennium Pharmaceuticals on October 5. Less than a week later, Genzyme raised its offer to $13.50 per outstanding share. Under the newest agreement, Genzyme retains the right to match any superior offers that might come prior to closing of the transaction. For its part, Millennium is entitled to a $19.5 million termination payment from AnorMed.

CAMBRIDGE, Mass.—Millennium Pharmaceuticals, Inc. today announced it has entered into an agreement to acquire AnorMED Inc., a Canadian-based biopharmaceutical company with a late-stage Phase III hematology-oncology product, Mozobil.

Under the terms of the agreement approved by the boards of directors of both companies and the largest shareholder of AnorMED as of Sept. 26, Millennium was to commence within ten days a cash tender offer to acquire the shares of AnorMED stock at a price of U.S. $12.00 per outstanding share. That would put the total purchase price at approximately $515 million. This represents approximately a 21 percent premium over the closing price of AnorMED's shares on Sept. 25.

Mozobil, a small molecule CXCR4 chemokine antagonist, is currently in late-stage Phase III clinical development and is anticipated to be launched in the U.S. in 2008 subject to successful completion of clinical trials and regulatory approval.

Assuming the acquisition is completed and Mozobil is approved, the product would be sold by Millennium's oncology sales force.

"Mozobil is an excellent strategic fit with Millennium's focus in hematology-oncology, where our product Velcade leads the market in treating patients with relapsed multiple myeloma," says Dr. Deborah Dunsire, president and CEO of Millennium. "This proposed acquisition is aligned with our goal to bring in products that accelerate revenue growth, leverage our oncology sales infrastructure and benefit from our development, regulatory and commercial expertise."

In addition to Mozobil and Velcade, there is a pipeline of nine oncology and inflammation molecules in clinical development and late-stage preclinical development.

Alongside this acquisition activity, Millennium is engaged in several strategic alliances which provide significant revenues to the company through royalties on product sales, milestone payments and reimbursements. Alliances include an ex-U.S. commercialization and global development agreement with Johnson & Johnson Pharmaceutical Research & Development, L.L.C. for Velcade; a development and commercialization agreement with sanofi-aventis for anti-inflammatory small molecules; and a royalty-based agreement with Schering-Plough Corp. for the marketed product Integrilin (eptifibatide) Injection.

As for the AnorMED purchase, post-acquisition integration plans are underway and were to be announced at the closing of the transaction. The focus of the integration is to accelerate filing and launch of Mozobil. The transaction is expected to be modestly accretive to Millennium in 2008 and significantly accretive in 2009 and beyond assuming successful commercial launch of Mozobil in 2008.