Vote Your BLUE Proxy Now
TORONTO--(BUSINESS WIRE)--June 5, 2008--Biovail Corporation (NYSE, TSX: BVF) today released the following Letter to its Shareholders.
Dear Fellow Shareholder of Biovail Corporation,
You now face a critical decision about the future of your Company. In May, you received a Management Proxy Circular that outlined the steps your Board is taking to create sustainable long-term shareholder value at Biovail. More recently, Eugene Melnyk, a significant shareholder and the Company's former Chairman and CEO, mailed a Dissident Proxy Circular which includes the list of individuals he has nominated in order to take control of your Board of Directors and your Company.
In his Dissident Circular, Mr. Melnyk also makes a number of unfounded and misguided attacks on your Company, its Board, its management and its strategy. To help you make a decision based on facts, we correct the more significant errors and omissions in detail in this letter.
Mr. Melnyk does not offer a realistic strategy for enhancing shareholder value. He would simply like to turn back the clock by more than a decade. He uses the Company's performance from the 1990s as an argument to return to a Melnyk-dominated "Old Guard" now - while ignoring the reality of significant change in both the pharmaceutical industry and the capital markets in the intervening years.
Mr. Melnyk prefers to look at what he calls the "golden years" but not what can rightly be called "The Lost Years" at Biovail - the period from 2001 to 2007 when he was CEO or Chairman or both. It was during this period that Biovail lost much of its competitive position, its product pipeline and its shareholder value. While Mr. Melnyk was a senior executive of Biovail until just four months ago, he ignores his own central role in creating the operating, financial and legal challenges that your current Board is successfully addressing today.
Nostalgia is not a strategy. Selective memory is not management. And allowing Biovail to be controlled by Eugene Melnyk is not in the best interests of Biovail shareholders.
The Board believes that the election of the Melnyk nominees is not in the best interests of all Biovail shareholders. The reasons for this conviction are detailed in the following pages.
In summary: -- Eugene Melnyk is attempting to take control of Biovail without paying you for it
By placing his handpicked nominees on the Board, Eugene Melnyk could exercise effective control over Biovail.
-- Eugene Melnyk is the problem Biovail is trying to solve - not
the answer
The strategic and operating challenges Biovail is addressing now stem directly from the actions - and inaction - of Eugene Melnyk when he led the Company.
-- The Biovail nominees bring more expertise, more independence,
and better corporate governance experience to the Board than
the Melnyk nominees
The Melnyk nominees represent a potential return to the Lost Years
at Biovail.
-- Biovail's current Board and Management are taking action to
implement a viable and effective strategy to create
sustainable shareholder value
The Melnyk nominees are tied to a vague, archaic and poorly
conceived plan that does not reflect the realities of the
pharmaceutical industry today
Your choice:
Prior to Biovail's annual meeting on June 25, you must decide
between the Company's independent and experienced nominees to the
Board and Mr. Melnyk's handpicked slate.
The decision you make will be important - but we believe it is not
a difficult choice.
CHOICE: Accept - or reject - Eugene Melnyk's attempt to gain
control of Biovail without paying you
Biovail shareholders should be under no illusions that Mr.
Melnyk's efforts are anything other than an attempt to take over their
Company. While his settlement of suspicious trading allegations with
the Ontario Securities Commission precludes him from serving as a
director of the Company for several more weeks, he has selected his
nominees to serve his interests.
-- By gaining control of the Board, Mr. Melnyk would effectively
gain control of the direction of the Company without any
compensation being paid to other shareholders. In most
takeovers, shareholders receive a significant premium to the
current share price in exchange for handing over control of
their company. Mr. Melnyk is offering nothing.
-- The majority of the Melnyk nominees have reported to Mr.
Melnyk in the past and there can be no assurance that they
will not continue to be influenced by him.
-- Three of the Melnyk nominees worked for Mr. Melnyk at Biovail
before resigning. Two others are external legal counsel hired
by Biovail while Mr. Melnyk was running the Company. Others
have had past business relationships with Mr. Melnyk or Bruce
Brydon, Mr. Melnyk's choice as a new CEO.
-- Through his nominees, Mr. Melnyk could influence the Board
but, if he chooses, he could also become more directly
involved by having his nominees place him on the Board or into
a management position within a matter of weeks. Given Mr.
Melnyk's past record, Biovail shareholders should be concerned
that this would not be in their best interest.
-- By gaining control of the Board, Mr. Melnyk could reject the
Company's recent agreement with the United States Department
of Justice. That may be in the best interest of Mr. Melynk,
but not of the Company and its shareholders, since it could
expose Biovail to criminal indictments.
CHOICE: Elect experienced independent directors - or the Melnyk
nominees
Shareholders need to choose between an independent Board with
significant public company experience and a commitment to representing
the interests of all shareholders, or a Board personally selected by
Eugene Melnyk.
-- Your Board's Compensation, Nominating and Corporate Governance
Committee undertook a thorough search for capable, experienced
new directors who would represent all Biovail shareholders,
resulting in the selection of five additional independent
director nominees.
-- Together with the existing Directors, the new Company nominees
to the Board bring the following to Biovail:
-- Significant public company board experience (Company nominees
currently have 15 public company board seats, including TSX
Group Inc., Gerdau Ameristeel Corporation, Onex Corporation,
RONA Inc. and Cott Corporation).
-- Extensive pharmaceutical expertise (five current and former
senior pharmaceutical executives).
-- Substantial financial expertise (three senior chartered
accountants).
-- Corporate governance experience and knowledge (decades of
combined service on public company boards).
-- All are considered independent under legal tests, except Mr.
Wells and Dr. Squires as member/past member of management.
-- Conversely, Eugene Melnyk has proposed his own slate of
handpicked directors who lack Canadian public company board
experience. While his slate has some pharmaceutical
experience, their main qualification appears to be having a
past relationship with Mr. Melnyk or Mr. Brydon.
-- The Melnyk nominees:
-- Most have past or current business or personal relationships
with Mr. Melnyk.
-- The Dissident Circular discloses that only one Melnyk nominee,
William Menear, currently serves on the board of a Canadian
public company.
-- At least three of his nominees will not be "independent" under
legal tests.
-- Two Melnyk nominees, Douglas Deeth and Liza Harridyal-Sodha,
are lawyers who were retained by Biovail when Mr. Melnyk was
Chairman. They agreed to join the dissident slate and did not
resign as legal advisors to the Company despite their conflict
of interest. Their engagements with Biovail have been
terminated.
Compare the slates:
Biovail Nominees Melnyk Nominees
---------------------------------- -----------------------------------
Doug Squires - Biovail Chairman, Bruce Brydon - Retired since 2001,
30+ years in pharmaceutical former CEO at Biovail, former
industry director of ViRexx Medical Corp.
Bill Wells - Biovail CEO, Robert Podruzny - Private investor,
extensive management experience former Biovail CFO under Mr.
in global companies Melnyk
Lloyd Segal - Chief Executive Mark Thompson - Lawyer, former
Officer and Director of Thallion associate general counsel at
Pharmaceuticals (TSX listed) Biovail under Mr. Melnyk
Mark Parrish - Former senior Liza Harridyal-Sodha - Barbados
executive of Cardinal Health Inc. lawyer, not independent
(NYSE listed)
Robert Power - Former Executive Douglas Deeth - Lawyer, not
Vice President of Wyeth independent
Pharmaceuticals (NYSE listed)
Serge Gouin - Chairman, Quebecor Joseph Krivulka - CEO of Triax,
Media, serves on two public prior business relationship with
company boards Mr. Melnyk
Dr. Laurence Paul - Private equity Vince Mazza - Investment advisor,
principal and former investment prior business relationship with
banker, Director of Biovail since Mr. Melnyk
2002
David Laidley - Former Chairman of William Menear - Director, Magna
Deloitte & Touche, Director of Entertainment Corporation, prior
Bank of Canada and the Fraser business relationship with Mr.
Institute Melnyk
Spencer Lanthier - Former Chairman Dr. Lorne Tyrrell - Chair in
of KPMG Canada, Director on five Virology, University of Alberta,
public company boards former CEO of ViRexx Medical Corp.
, prior business relationship with
Mr. Brydon
Michael Van Every - Retired Senior Laurence Zeifman - Partner,
Partner PricewaterhouseCoopers, accounting firm, acted on a
Director of Biovail since 2004 transaction for Biovail when Mr.
Melnyk was Chairman
A comparison shows there is no doubt that the Company's nominees
to the Board are far more qualified and have the requisite experience
to guide Biovail's future direction and to represent the interests of
all Biovail shareholders.
For more information on the extensive skills and experience of the
Company's nominees to the Board, see pages 18 to 23 of Biovail's
Management Proxy Circular dated May 9, 2008.
CHOICE: Management for today and tomorrow - or yesterday under the
Melnyk nominees
Leading a start-up pharmaceutical company in the 1990s is no
qualification for running an established company in 2008.
-- The track record of Bruce Brydon as CEO of Biovail between
1995 and 2001 is irrelevant: Biovail and its marketplace are
profoundly different than they were 10 years ago.
-- While Biovail added important new products during Mr. Brydon's
tenure, he is not responsible for all those the Dissident
Circular ascribes to him. Further, while he was CEO, Biovail
did not ensure proper establishment of the Company's
intellectual property which ultimately contributed to the
early genericization of Wellbutrin XL and the loss of
significant revenue streams.
-- Mr. Brydon's more recent corporate experience is not mentioned
in the Dissident Circular. He served as a Director of ViRexx
Medical Corp. (TSX:VIR) where another Melnyk nominee, Dr.
Lorne Tyrrell, was CEO. Together, they oversaw a share price
decline of more than 56% between January 2006 and the end of
January 2007. They resigned after the intervention of a
concerned shareholder in February 2007.
-- Mr. Brydon has not actively managed a significant business -
in the pharmaceutical industry or elsewhere - since 2001.
Biovail's industry has changed dramatically since then.
Shareholders could understandably ask if Mr. Brydon has kept
pace.
-- On the other hand, less than a year ago Mr.Melnyk described
the current management and Board of Biovail this way:
"We have the finest senior executive team in the industry led by
Doug Squires...I immediately knew he was the leader to carry this
Company forward...Our Board of Directors is committed to this
Company's success - and offers sound corporate governance oversight
and procedures." Biovail Annual and Special Meeting of Shareholders,
May 2007
CHOICE: A Responsible Board and management - or continued
avoidance by Eugene Melnyk
The Dissident Circular focuses on the early years of Biovail under
Bruce Brydon but ignores the periods from 2001 to 2004 when Mr. Melnyk
was Chairman and CEO of the Company and from 2004 to 2007 when he was
Executive Chairman or Chairman. It also ignores the period up until
February 25, 2008 when he was President of the Company's principal
subsidiary and the individual most directly responsible for product
development at Biovail.
-- Between the time Mr. Melnyk took over as CEO in December 2001
and his resignation as CEO in October 2004, Biovail shares
lost approximately 64% of their market value - most of the
decline he now blames on the current management and Board.
-- When Mr. Melnyk criticizes Biovail's Research and Development
performance from 2005 to 2008, he is actually criticizing his
own management of the R&D function. As president of the
Company's principal operating subsidiary, it was Mr. Melnyk's
responsibility to direct this effort until just four months
ago, when he resigned.
-- As most shareholders know, it can take three to five years to
move a product through the pipeline from initial development
to regulatory approval and sales. While Mr. Melnyk criticizes
Biovail for a lack of new products, he does not acknowledge
his responsibility for what he now calls the "invisible
pipeline" through his own mismanagement of product development
over the past several years.
-- For example, in the fourth quarter of 2004, when Mr. Melnyk
was Chairman and CEO, the Company had 19 products in
development. Thirteen of these products failed, were
terminated or were never launched. The poor product selection
and mismanagement of the pipeline during the Melnyk era are
directly responsible for the absence of new products in the
past four years.
-- It was also during the period when Mr. Melnyk was Chairman and
CEO that the Company became embroiled in a number of
regulatory and criminal investigations and other litigation
which have cost Biovail shareholders more than $175 million,
damaged the Company's reputation, and limited its operational
flexibility.
-- Further details on Biovail's litigation history, and the
efforts of the current Board and management to clear away this
legacy are provided in the May 9th Management Proxy Circular.
CHOICE: A strategy for Biovail's future - or a return to
ill-conceived Melnyk strategies
Shareholders need to decide between a strategic approach that
moves Biovail forward to create sustainable value given CURRENT market
dynamics or a Melnyk-influenced Company that looks backward at its
so-called "golden years".
With Mr. Melnyk no longer in control of any part of the Company,
the Board and management have taken decisive action to move away from
the aging, unsustainable business model of the old Biovail to a New
Strategic Focus designed to deliver sustainable growth and enhance
shareholder value.
Actions of your Board
Over the past year, Biovail has taken a number of steps to move
the Company to the next phase of its development. Your Board and
management have:
-- Completed a thorough, diligent review of a range of strategic
alternatives and concluded that Biovail will best serve its
shareholders by remaining an independent, publicly traded
company and by leveraging its financial strength and core
competencies to create value for shareholders.
-- Developed a New Strategic Focus that repositions Biovail in an
evolving industry, targeting a more focused, leaner and more
profitable Company while enhancing sustainable value over the
long term. The New Strategic Focus, as described in the May 9,
2008 Management Proxy Circular, addresses current market
dynamics.
-- Designed the New Strategic Focus to provide multiple
opportunities for higher margins, longer product exclusivity
periods, better opportunities for prescription reimbursement,
and multiple commercialization options. It builds on Biovail's
existing strengths and focuses resources on a large and
growing segment of the industry.
-- Addressed the significant need to streamline the Company's
operations, drive efficiencies and implement strategies that
will reduce expenses in the short-term. Mr. Melnyk would
suggest that the closing of the Company's Puerto Rican
manufacturing facilities is short-sighted (which it is not -
this approach has already been discussed with the Company's
key commercial partners without issue). Mr. Melnyk's plan,
which includes maintaining the dramatically under-utilized
Puerto Rican manufacturing facilities, would negatively hurt
earnings and cash flow in the short-term and does not include
any strategies to reduce expenses.
-- Retained Biovail's heritage through a commitment to the
Company's current core competencies. As described in the May
9th Management Proxy Circular, the Company will continue to
leverage its drug-delivery capability, formulation expertise,
and manufacturing excellence. The New Strategic Focus does not
abandon the Company's current capabilities, it allows the
Company to evolve (as many other specialty pharmaceutical
companies have - such as Forest Laboratories and Shire
Pharmaceuticals) in a controlled, disciplined manner toward
NCE product DEVELOPMENT (not NCE identification) in one of the
fastest growing segments of the pharmaceutical industry - CNS.
-- Deliberately, after significant analysis and input from
advisors, the Company has decided to explore opportunities in
NICHE CNS markets where clinical end-points are less
subjective and the number of patients required to support an
application with the FDA are less onerous.
-- Separated the Chairman and CEO roles through the appointment
of an experienced and disciplined new CEO to lead Biovail's
evolution.
-- Eliminated a significant amount of legacy litigation including
civil, criminal and regulatory investigations and proceedings
stemming from the period when Mr. Melnyk was Chairman and
Chief Executive Officer of Biovail. To date, these items have
cost the Company over $255 million (approximately $175 million
net of insurance coverage).
-- Expressed confidence that Biovail's dividend can be maintained
while the Company takes the necessary action to position for
future growth.
-- Diligently sought to add depth to the Board through the
identification of five outstanding, fully independent Director
nominees.
The Melnyk Strategy: Forward into the past.
Your Board believes the dissident strategy will result in
scattered low-margin opportunities with limited exclusivity periods,
limited-to-zero favourable reimbursement opportunity, and a continued
dependence on commercial partners. It provides no clearly focused
direction and will result in dilution of efforts and key resources.
In fact, the previous, failed business model of Biovail, developed
under the Eugene Melnyk regime, failed to keep pace with the evolution
of the pharmaceutical industry. The strategies designed under Mr.
Melnyk during 2001 to 2004 when he was Chairman and CEO resulted in
the gradual erosion of the Company's competitiveness, resulted in
insufficient growth drivers for the period from 2005 to today and
created many of the challenges the current Board has been left to deal
with.
Mr. Melnyk's "new plan" continues to focus on the antiquated
strategy of developing products that primarily provide convenience and
compliance benefits (with minimal other competitive differentiation),
on competing in the generic segment of the pharmaceutical industry
where competition is fierce and if successful, margins are low and on
bio-similars which is an uncharted, capital intensive, highly risky,
ill-conceived notion. This is not a winning "plan" for today's
marketplace.
Overall:
-- The Melnyk plan is based on Biovail's past experience in an
industry that has changed -and shows no evidence of having
learned the lessons from this experience. The strategies of
targeting "pharma-similar" and "difficult to genericize
products" would continue to confine Biovail to the role of a
poorly rewarded middleman needing commercial partners who will
demand the lion's share of the value being created.
-- The Melnyk plan lacks focus and will overburden Biovail since
the Company will have to compete in at least three distinct
industries: Generics, Drug Delivery/ Formulation, and
Biopharmaceuticals. This will result in diluted efforts and
underfunding of all initiatives.
-- The Melnyk plan of focusing on "Endorsed Dispensed Patient
Access Products" is ill-conceived. To the extent these markets
exist, they are extremely fragmented, difficult to reach, and
required significant investments either in the form of a large
sales force or advertising and promotion to create patient
awareness of the product and to "drive" them to "ask their
doctor".
-- Considering bio-similars is perhaps the riskiest, most
foolhardy concept of all the strategies. This strategy would
require significant capital (possibly putting the attractive
dividend policy and the Company at great risk), requires the
creation of bioengineered source organisms, would require high
risk clinical programs and involves exploring a "yet to be
defined" regulatory pathway to achieve FDA approval.
Your Board believes the Melnyk strategy is anchored in the past,
ignores the reality of today's environment, and refuses to recognize
the consequences of the Melnyk years. It is ill conceived and lacks
focus since it suggests the Company pursue ill-defined opportunities
that are poorly suited to Biovail.
The Dissident Circular demonstrates the lack of independence of
the Melnyk nominees: They cannot be expected to be independent and
serve the interests of all shareholders when Mr. Melnyk is already
dictating strategy.
CHOICE: Strong Corporate Governance - or a return to past
practices
Corporate governance at Biovail is stronger and more responsible
to shareholders now than when Eugene Melnyk was Chairman. There can be
no assurance that a Melnyk-influenced Board will not return to the
Company's former - and inadequate - practices.
-- When he was Chairman, Mr. Melnyk held tight control of the
Board's agenda and opposed attempts by independent Directors
to contribute to strategic planning. Directors were not given
access to information that would have strengthened corporate
governance.
Current Board practices
-- For example, the Board now engages an outside consultant to
conduct a Director evaluation process involving interviews and
written evaluations with 100% participation by Board members.
In addition, at the request of current leadership, committee
and peer-to-peer evaluations are completed. This was not done
when Mr. Melnyk was Chairman. He did not want the full report
and all feedback, or the reports of compensation consultants,
to be viewed by Directors.
-- The overall quality of Biovail's Board has been enhanced by
the addition of independent directors whose experience and
qualifications complement those of the incumbent Board
members. Biovail's corporate governance will continue to
evolve and improve under the Board's leadership.
-- In accordance with good corporate governance practices,
Biovail has maintained separate roles for the Company's
Chairman and its Chief Executive Officer. The Dissident
Circular does not state that the Melnyk nominees would do the
same. Shareholders can only speculate about why.
Succession
-- Mr. Melnyk unjustifiably criticizes the appointment of Bill
Wells as CEO of Biovail. Mr. Wells is a proven business leader
recognized for his disciplined approach, his experience in
developing corporate strategy, his success in business
development, his understanding of good corporate governance,
his expertise in maximizing return on capital, and the
business insight gained through experience in leadership roles
in several global businesses. It was for these qualities that
he was invited to join the Board of Directors of Biovail by
Mr. Melnyk in 2005. As a member of the Board and Lead
Director, Mr. Wells is intimately familiar with the Company,
its potential and its challenges. With this Biovail
experience, he has been able to immediately fulfill the
responsibilities of the CEO.
Executive Compensation
-- Mr. Melnyk, as Chairman, personally reviewed the employment
agreements and change-of-control provisions of three of the
Biovail executives he names. It is disingenuous for him to now
criticize them and call them instances of poor corporate
governance. The terms of these provisions have been filed and
are on the public record.
-- The change-of-control provisions in Mr. Wells' contract are
consistent with the others and are common in the recruitment
of any senior executive for a public company.
-- Similarly, Mr. Melnyk is not in a position to criticize other
compensation features since, as Chairman, he opposed attempts
to introduce pay for performance programs and proposals for
the introduction of performance factors in the short term
incentive plan. After his departure from the Company, a new
short term incentive plan was introduced, which compensates
individuals according to defined performance-based criteria.
-- The compensation paid to Dr. Squires and Mr. Wells is less
than the mid-range for comparable positions according to the
independent consultants engaged by the Board. Mr. Melnyk was
the second-highest paid executive at Biovail in 2007, earning
total compensation of $1.9 million.
Setting the record straight
The Dissident Circular contains misinformation and a number of
other inaccuracies. These include:
Eugene Melnyk says: The facts are:
---------------------------------- -----------------------------------
Biovail's recent strategic review It is the first strategic review
is the Company's third in four conducted without Eugene Melnyk.
years; the first two have He was Chairman when the first two
resulted in "no meaningful were undertaken.
improvement".
---------------------------------- -----------------------------------
In December of 2007, he He did not do this and it is not
"methodically walked Dr. Squires logical that he would since he was
and Mr. Wells through each of the responsible for the development of
Company's publicly disclosed these products.
products, many of which
were...either technologically
infeasible or commercially
unviable"
---------------------------------- -----------------------------------
"...between 2005-2008, Biovail The 24-person committee was created
spent on average $100 million a when Mr. Melnyk was responsible
year on R&D and the small but for R&D. It operated under a
effective R&D group morphed into Melnyk appointee who has since
a bloated structure which left Biovail. The committee was
included a development committee disbanded in 2006.
comprised of an unconscionable 24
voting and non-voting members."
---------------------------------- -----------------------------------
The closing of the Puerto Rico These plants are currently
operations is "ill-advised". operating generally at less than
25% of capacity, losing
approximately $29 million per
year, and lost $93 million between
2003 and 2007.
---------------------------------- -----------------------------------
"...anyone with any understanding They don't:
of the pharmaceutical industry
would no doubt agree with" -- "We believe the changes at
comments from Credit Suisse Biovail were needed as current
analyst Marc Goodman's comments. technologies did not provide any
additional product or cost
advantages." Claude Camire,
Paradigm Capital, 05.09.08
-- "We applaud this strategy as it
is likely the only way to create a
sustainable long-term business."
David Steinberg, Deutsche Bank,
05.08.08
-- "We have said for some time that
many of the most successful
specialty pharma companies are
those that have moved away from a
strictly reformulation strategy to
one that also includes and
eventually focuses on NCE/NCE-like
drugs that carry improved
exclusivity, reimbursement and
revenue growth. While this
strategy carries greater clinical
risk, long term benefits can be
obtained." Douglas Miehm, RBC,
05.09.08
---------------------------------- -----------------------------------
The compensation paid to Dr. Cash payments to Dr. Squires
Squires is "inappropriate" and correspond with the terms of his
details of his agreement were not employment agreement. The details
publicly filed until Mr. Melnyk were filed promptly, well within
complained. the time limits set by securities
law, and not as a result of Mr.
Melnyk's complaints.
---------------------------------- -----------------------------------
That Biovail has settled Mr. Melnyk is largely responsible
proceedings although Mr. Melnyk for the litigation and is unlikely
believes the Company had "more to admit culpability.
favourable legal positions".
---------------------------------- -----------------------------------
In the coming days, Biovail shareholders have an opportunity to
choose the direction their Company will take. It will be one of two
ways. They can elect a Board that represents their interests and has
already taken steps to create value with a new workable strategy and a
strong management team. Or they can choose to hand their Company over
to the Melnyk nominees and allow Eugene Melnyk to exercise his
influence over the Company once again - just when Biovail is emerging
from the shadow of the Lost Years under Mr. Melnyk.
There can be no denying the important role of Mr. Melnyk in the
creation and early growth of Biovail. But his central role in
Biovail's years of lost momentum, lost competitiveness and lost
shareholder value is also undeniable.
Mr. Melnyk may wish to recapture his past, but shareholders
understand Biovail cannot move forward towards enhanced value by
turning back the clock. Shareholders also understand there is no value
for them in turning their Company over to Mr. Melnyk.
We urge you to vote in your own best interest and to elect the
experienced and independent Biovail Nominees to your Board of
Directors.
Yours sincerely,
Dr. Douglas J.P. Squires William M. Wells
Chairman of the Board Chief Executive Officer
Biovail Shareholders: The Proxy to Vote is Blue
Your Company is at a crucial juncture in its history and needs
your participation in deciding whether Biovail moves forward or
backward. Your vote is important, regardless of how many shares you
own.
We urge you to carefully consider the implications of your vote
and to submit your BLUE proxy today in favour of the election of the
slate of director nominees set out in the Management Proxy Circular.
The Annual Meeting of Shareholders will take place on Wednesday,
June 25, 2008 at 10:00 a.m. at the Grand Banking Hall of The Suites at
King West, 1 King Street West, Toronto. We hope that you will be able
to attend in person, but whether or not that is possible, we encourage
you to participate in this important process and vote by completing
and submitting the BLUE proxy. We have enclosed a duplicate copy for
your convenience.
Voting is a quick and simple process. To be sure your vote is
counted completed BLUE proxies must be received by 10:00 a.m. on June
23, 2008. Due to the limited time available, we recommend voting by
internet, telephone or fax today or no later than 24 hours before the
deadline.
Shareholders with questions or needing assistance in voting their
BLUE proxy are encouraged to call Biovail's Proxy Solicitation Agent,
Georgeson at:
North American Toll-Free: 1-866-676-3028
Bank and Broker and collect calls accepted: 1 -212-440- 9800
Even if you have already voted using the dissident proxy, you have
every right to change your vote simply by executing the BLUE form of
proxy: It is the later-dated proxy that will be counted.
Shareholders are advised to review Biovail's Management Proxy
Circular, dated May 9, 2008.
Please discard any proxy or related materials you may have
received from the Dissidents and vote using only the control number on
the accompanying BLUE form of proxy.
Caution Regarding Forward-Looking Information and "Safe Harbor"
Statement
To the extent any statements made in this release contain
information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and may be forward-looking
information under applicable Canadian provincial securities
legislation (collectively, "forward-looking statements"). These
forward-looking statements relate to, among other things, the
Company's objectives, goals, targets, strategies, intentions, plans,
beliefs, estimates, outlook and guidance, including, without
limitation, statements concerning the Company's New Strategic Focus,
including the Company's intention and ability to implement and
effectively execute elements of its New Strategic Focus, the
anticipated impact of the Company's New Strategic Focus, the Company's
intentions regarding its dividend policy, the ability of the Company
to resolve legal and regulatory matters and the expected impact of the
resolution of these matters, and can generally be identified by the
use of words such as "targets", "guidance", "believe", "anticipate",
"expect", "intend", "plan", "will", "may" and other similar
expressions. In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances are forward-looking statements.
Although Biovail believes that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed on
such statements. Certain material factors or assumptions are applied
in making forward-looking statements, including, but not limited to,
factors and assumptions regarding the election of Biovail's slate of
directors at its upcoming shareholders meeting, prescription trends,
pricing and reimbursement in the therapeutic area of focus the Company
selects, timelines associated with the development of, and receipt of
regulatory approval for, the Company's products, the competitive
landscape in the markets in which the Company competes, and actual
results may differ materially from those expressed or implied in such
statements. Important factors that could cause actual results to
differ materially from these expectations include, among other things:
the difficulty of predicting U.S. Food and Drug Administration,
Canadian Therapeutic Products Directorate and European regulatory
approvals, acceptance and demand for new pharmaceutical products, the
impact of competitive products and pricing, new product development
and launch, reliance on key strategic alliances, availability of raw
materials and finished products, the regulatory environment, tax rate
assumptions, the outcome of legal proceedings and settlements thereto,
fluctuations in operating results, the availability of capital and
satisfaction of applicable laws for dividend payments, the proxy
contest in connection with the election of the board of directors at
the upcoming shareholders meeting and other risks detailed from time
to time in the Company's filings with the U.S. Securities and Exchange
Commission and the Canadian Securities Administrators, as well as the
Company's ability to anticipate and manage the risks associated with
the foregoing. Additional information about these factors and about
the material factors or assumptions underlying such forward-looking
statements may be found in the body of this news release, as well as
under the heading "Risk Factors" contained in Item 3(D) of Biovail's
most recent Annual Report on Form 20-F.
The Company cautions that the foregoing list of important factors
that may affect future results is not exhaustive. When relying on
Biovail's forward-looking statements to make decisions with respect to
the Company, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
Biovail undertakes no obligation to update or revise any
forward-looking statement.
For further information, please contact Nelson F. Isabel at
905-286-3000 or send inquiries to [email protected].
About Biovail Corporation
Biovail Corporation is a specialty pharmaceutical company, engaged
in the formulation, clinical testing, registration, manufacture, and
commercialization of pharmaceutical products utilizing advanced
drug-delivery technologies. For more information about Biovail, visit
the Company's Web site at www.biovail.com.
CONTACT: Biovail Corporation
Nelson F. Isabel, 905-286-3000
Vice-President, Investor Relations
& Corporate Communications
SOURCE: Biovail Corporation
