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

imated that in only two indications (pediatric ALL and elderly AML), clofarabine's market potential is in excess of $420 million (this compares to Bioenvision's estimate for these two markets of $600 million) and that additional indications would yield additional revenue opportunities. The Board could have commissioned these independent projections just as easily as Elliott.

Given these facts, exacerbated by the complete lack of a need to sell the Company, we are simply astonished by the valuation agreed to by the Board.

And we aren't alone. The Board can read the published equity research reports commenting on the valuation but, most importantly, by refusing to tender their shares, shareholders have already spoken.

Lack of Support for the Current Offer

If shareholders were interested in receiving $5.60 per share, they would have tendered back in June. The fact that nearly no one - apart from insiders - did so should have sent a very clear message - $5.60 per share is insufficient consideration.

Looking over your concentrated shareholder base, it seems that Elliott is in the company of a number of well-informed and independent investors who have reached the same conclusion. As such, we see no reason whatsoever why the outcome will be any different in the upcoming shareholder vote. Given the price that shares have recently been trading, anyone desirous of receiving $5.60 has likely sold their shares in the market. Investors with greater return expectations will likely continue to hold the stock and vote against the Genzyme Transaction.

Certainly, we are among those with far greater return expectations.

To be clear, we are not opposed to the concept of a sale of the Company and, in fact, believe that Bioenvision is a strong complement to Genzyme. Our issue isn't the decision to sell; it is the price at which the Board proposes to give away the Company. At a fair valuation, the Board would receive our support.

We remain c
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SOURCE Elliott Associates, L.P.
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