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Elliott 'Extremely Dissatisfied' With Genzyme Bid for Bioenvision; Believes Offer Significantly Undervalues Company
Date:9/6/2007

is far preferable to the currently proposed $5.60 per share offer.

We feel compelled to point out to the Board some of the serious issues that other shareholders, equity research analysts and informed parties have raised regarding: i) the faulty process undertaken in selling the Company; ii) the outrageously low valuation at which Genzyme is attempting to appropriate Bioenvision; and iii) the lack of support for Genzyme's offer by the owners of the Company.

Flawed Sale Process

We believe the process undertaken by the Board in the sale of Bioenvision fell short of your fiduciary obligation to maximize shareholder value. Given the facts that Bioenvision had received a (dilutive) infusion of capital less than two months prior to agreeing to sell the Company and that directors associated with Perseus-Soros, the Company's largest shareholder and an eager seller of stock, were intimately involved in the sale process, we would have assumed that the sale process would have reflected a vastly higher duty of care. The recent capital raise provided the Company with liquidity and the Board involvement of a large, motivated seller of stock provided the Board with even greater reason, beyond its fiduciary obligations, to conduct a robust process to negate even the slightest appearance of a conflict-of- interest.

In our opinion, it would not be an exaggeration to state that this sale process had a greater resemblance to a "fire sale" than an auction. With substantial cash in the bank, a growing revenue stream, a currently approved and highly promising product, and positive catalysts around the corner, the (unconflicted) Board members had absolutely no need to rush to sell the Company, let alone to hurriedly accept such an inadequate offer.

Vastly Inadequate Valuation

Some of the facts that we have considered, and that the Board should have contemplated, in evaluating the $345 million, or $5.60 per share, proposal are as follows:

i) In a Se
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SOURCE Elliott Associates, L.P.
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