It was just business—good business. Or so it seemed last week, when Genzyme announced its $350 million acquisition of New York-based Bioenvision. In fact, it seemed like a good deal for both parties. Under the terms of the arrangement, Genzyme (GENZ) agreed to acquire Bioenvison (BIVN) for $5.60 a share. That marked a 50% premium over Bioenvision’s 20-day trading average. For Genzyme, the premium seemed a reasonable price to pay to get its hands on a potentially valuable leukemia drug, clofarabine, to which Bioenvision has the rights.
But then came the news, reported today in the Boston Globe by Stephen Heuser, that a band of disgruntled Bioenvision shareholders have put up a website called rejectgenzymetenderoffer.com. On the site, they challenge the sale, calling it a “lowball offer that does not come close to reflecting Bioenvision’s share of future Clofarabine sales!” The Globe article sets out the critics’ argument that the the sale will benefit a group of inside shareholders whose ranks include none other than billionaire investor George Soros.
What seemed like a good deal has now become more questionable. According to the shareholder website and the article, Bioenvision stock has been depressed since the company was forced to sell some 8 million shares—at $3.75 apiece—earlier this year to bankroll clinical trials of clofarabine. Since then, the stock has rebounded a bit. But the buyout price of $5.60 per share was still well below where Bioenvision had traded for the past few years. More importantly, the site claims, it was well below the $9 target share price many analysts had set for Bioenvision stock for the next year. That jump was expected, the site says, because several analysts expect clofarabine, which is awaiting approval by the EMEA, to achieve peak annual sales of $1 billion.
The upset shareholders also point out that holders of Bioenvision preferred stock will get $11.20 per share under the terms of the sale. And that group of course includes Soros and company. What’s more, two members of the six-member Bioenvision board that approved the deal are investment advisors for the Perseus-Soros fund.
The critics charge that board members are hawking Bioenvision cheap to ensure an easy sell that benefits preferred shareholders at the expense of common stockholders. And that’s where it gets really interesting, possibly sordid—and dangerous for Genzyme.
The upset stockholders hold only 2 percent of Bioenvision stock and therefore aren’t in position to vote down the deal. But Genzyme better make sure not only are its hands clean in all this, which they seem to be, but that the deal itself is clean. Otherwise, it better walk away fast or change the terms of its offer to better benefit common-stock shareholders. Top companies like Genzyme just can’t be associated with insider maneuverings.
Genzyme must remember, some deals that seem too good to be true really are true. But that doesn’t mean they are good.
