SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
AnorMED Inc.
(Name of Subject Company)
AnorMED Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
035910108
(CUSIP Number of Class of Securities)
William J. Adams
Vice President, Finance, Chief Financial Officer,
Secretary and Treasurer
200-20353 64th Avenue
Langley, British Columbia
Canada V2Y 1N5
(604) 530-1057
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copies to:
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| R. Hector MacKay-Dunn, Q.C.
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Daniel M. Miller |
| Ronald G. Murray
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Dorsey & Whitney LLP |
| Farris, Vaughan, Wills & Murphy LLP
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Suite 1605 |
| 25th Floor
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777 Dunsmuir Street |
| 700 West Georgia Street
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P.O. Box 10444, Pacific Centre |
| Vancouver, B.C.
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Vancouver, B.C. |
| Canada V7Y 1B3
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Canada V7Y 1K4 |
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Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer. |
This Amendment No. 8 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended, the “Statement”) initially filed by AnorMED Inc. with the U.S.
Securities and Exchange Commission on September 5, 2006, relating to the tender offer (the “Genzyme
Offer”) made by Dematal Corporation (“Dematal”), a Nova Scotia unlimited liability company and a
wholly-owned subsidiary of Genzyme Corporation (“Genzyme” and together with Dematal, the
“Offerors”), a Massachusetts corporation, for all of the common shares of AnorMED. The terms and
conditions of the Genzyme Offer are set forth in the Offer to Purchase and Circular of the
Offerors, dated September 1, 2006 (the “Tender Offer Circular”). The Tender Offer Circular has
been filed by the Offerors with the U.S. Securities and Exchange Commission as part of a Tender
Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the
“Schedule TO”), which includes information required to be reported under Rule 14d-3 of the
Securities Exchange Act of 1934, as amended. The Schedule TO was initially filed by the Offerors
on September 1, 2006.
In connection with the Genzyme Offer, the Company’s board of directors has prepared a
directors’ circular (the “Directors’ Circular”), dated September 5, 2006, pursuant to applicable
securities laws in Canada and the United States. The Directors’ Circular has been mailed to
AnorMED shareholders, was filed as exhibit (a)(2)(A) to the initial filing of this Statement, and
is incorporated by reference into this Statement in its entirety. Capitalized terms used herein
and not defined herein have the respective meanings assigned to such terms in the Directors’
Circular.
Item 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented as follows:
On September 25, 2006, AnorMED announced that under the terms of an existing agreement,
AnorMED will receive a U.S.$3 million milestone payment from Shire Pharmaceuticals Group, plc based
on the recent licensing approval received in the United Kingdom by Shire to sell FOSRENOL as a
treatment for high phosphate levels in the blood, which occurs in patients undergoing dialysis as a
result of chronic kidney failure.
In March 2004, AnorMED sold the global patent rights for FOSRENOL to Shire. Under the terms of
the agreement Shire agreed to pay AnorMED U.S.$18 million when FOSRENOL was approved in the United
States and U.S.$7 million when FOSRENOL was approved in the relevant European countries. This
agreement was also extended to include a U.S.$6 million payment to AnorMED upon regulatory approval
in Japan. In consideration of these payments, Shire’s royalty obligations to AnorMED would cease
throughout the world. To date AnorMED has received U.S.$19 million upon U.S. and E.U. approvals. In
addition to the U.S.$3 million milestone payment on German approval announced last week and the
U.S. $3 million milestone payment on U.K. approval, AnorMED is eligible to receive a further U.S.$6
million payment to AnorMED upon regulatory approval in Japan.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Statement is true, complete and correct.
Dated: September 25, 2006
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ANORMED INC.
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By: |
/s/ William J. Adams
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Name: |
William J. Adams |
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Title: |
Vice President, Finance, Chief Financial
Officer, Secretary and Treasurer |
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