Shareholders Urged to Complete the BLUE Form of Proxy in Favour of Biovail's Board NomineesTORONTO, May 16, 2008 (BUSINESS WIRE) -- Biovail Corporation (NYSE:BVF)(TSX:BVF) today announced that it has mailed to shareholders its Notice of Meeting, Management Proxy Circular and Form of Proxy in connection with the Company's Annual Meeting of Shareholders to be held on June 25, 2008. The Management Proxy Circular has been filed on SEDAR (
www.sedar.com) and EDGAR (
www.sec.gov) and is available on Biovail's website (
www.biovail.com).
The Management Proxy Circular outlines the steps the Company has taken to enhance long-term shareholder value and provides compelling reasons for Biovail shareholders to vote for the Company's nominees to the Board of Directors, using the BLUE form of proxy that accompanies the Management Proxy Circular.
Biovail's slate of directors includes five new, independent nominees with diverse expertise relevant to Biovail's future direction as well as experience that will complement the skill sets of the Company's five continuing directors. This Board of Directors will be well positioned to implement Biovail's recently announced new strategic focus. The names of the Company's nominees for the Board of Directors are on the BLUE form of proxy that accompanies the Management Proxy Circular.
"Under the leadership of the Board of Directors, Biovail has taken decisive actions to strengthen our corporate structure, augment the composition and experience of the Board and implement new strategies to enhance value for all shareholders," said Dr. Douglas Squires, Chairman of the Board. "We urge shareholders to support our nominees who will fairly represent and act in the best interests of all Biovail shareholders."
Biovail's Board of Directors has taken decisive action to lead positive change for shareholders, including the recent appointment of Bill Wells as Chief Executive Officer. Mr. Wells will lead the implementation of the new strategic focus designed to achieve sustainable growth for the Company and enhance value for all Biovail shareholders. Mr. Wells is an experienced leader with a strong focus on operational management. He has an impressive track record of success in multiple complex industries and the Board believes this experience, coupled with his strong financial background, will have a positive and lasting impact on Biovail. The Company also continues to benefit from the extensive pharmaceutical experience of its Chairman, Dr. Squires.
Biovail's nominees to the Board will provide Biovail with an experienced, highly qualified and independent Board of Directors. Biovail's slate of nominees represents a new direction for the Company following Eugene Melnyk's departure from the Board of Biovail Corporation in June 2007 and his departure from his director and officer roles at the Company's principal operating subsidiary in February 2008.
Biovail urges all shareholders to vote their BLUE form of proxy in favour of the election of Biovail's slate of director nominees. Shareholders with any questions or requiring assistance in completing their BLUE form of proxy, are asked to contact Biovail's proxy solicitation agent, Georgeson, North American toll-free at 1-866-676-3028. Your vote is extremely important.
Shareholders are reminded that Biovail is at a crucial stage in its efforts to enhance shareholder value and that every vote is important to support its new direction.
Accompanying the meeting materials is a letter to all shareholders from Dr. Squires and Mr. Wells. The text of the letter is below:
May 9, 2008
Dear Fellow Shareholder of Biovail Corporation,
Your company has set a new direction and is poised to deliver
increased shareholder value. In the past year, we have:
-- Completed a review of a full range of strategic alternatives which
concluded that the best way to enhance shareholder value is for
Biovail to continue as an independent, publicly traded company
that can build on its financial strength and core operating
capabilities;
-- Established a New Strategic Focus that repositions Biovail in a
changing industry and is designed to make it a more efficient,
more focused and more profitable company in the next few years and
deliver value for the long term;
-- Appointed an experienced and disciplined new Chief Executive
Officer to implement the New Strategic Focus;
-- Made significant progress in eliminating legacy litigation
including civil, criminal and regulatory investigations and
proceedings that relate to the period when Mr. Melnyk was Chairman
and Chief Executive Officer and that to date have cost the Company
over $230 million (approximately $150 million net of insurance
coverage);
-- Nominated five new directors who bring pharmaceutical and financial
expertise, as well as proven business judgment, to your Board.
Their fresh perspective, combined with the continuity provided by
the five directors standing for re-election, creates a strong
Board with the capability and the commitment to represent the
interests of all Biovail shareholders; and
-- Paid approximately $380 million of dividends to shareholders since
January 1, 2007, re-affirmed our commitment to maintaining the
Company's existing dividend policy and authorized a normal course
issuer bid for purchases of up to 14 million common shares of the
Company designed to further return capital to shareholders.
Details about each of these achievements can be found in the
enclosed Management Proxy Circular, which we recommend you review
now so you can be fully informed before voting.
You have the opportunity to support Biovail's new direction by
voting the enclosed BLUE proxy in favour of our Board nominees at
the Company's Annual Meeting of Shareholders to be held on
Wednesday, June 25, 2008, at 10:00 a.m. at Grand Banking Hall, 1
King Street West, Toronto. We hope you can attend in person but,
if that is not possible, you can vote by completing and submitting
your BLUE proxy as described in the instructions on the proxy
form. The process is simple, but completed BLUE proxies must be
received by 10:00 a.m. on June 23, 2008.
Currently there are no unusual matters to be considered at this
Annual Meeting. However, you may be aware that Eugene Melnyk has
indicated his intention to nominate a slate of dissident directors
acceptable to him. Mr. Melnyk is a significant shareholder and is
the Company's former Chairman and CEO. He served as President and
a director of the Company's principal operating subsidiary until
February 25, 2008. During the period Mr. Melnyk was Chairman and
CEO, the Company became the focus of numerous civil, criminal and
regulatory investigations and proceedings which are described in
our Circular.
While he has announced his intentions to attempt to install his own
Board and has publicized some unfounded or ill-considered
complaints about the Company, to date Mr. Melnyk has not
identified who his directors would be or provided any information
about the strategic direction he would intend for Biovail.
As part of a settlement with securities regulators related to an
investigation into suspicious trading in the common shares of
Biovail by Mr. Melnyk and entities associated with Mr. Melnyk, Mr.
Melnyk agreed not to serve as a director of Biovail until June 30,
2008. Should Mr. Melnyk follow through on his stated intention and
succeed in installing a dissident slate of directors, it would be
possible for this slate of directors to appoint him to the Board
five days after the Company's Annual Meeting.
If Mr. Melnyk does act and nominates dissident directors, Biovail
shareholders will be faced with a crucial choice:
-- A return to a Melnyk-influenced company with all that entails, or
-- A new way forward with a new, independent and experienced Board, a
new strategy driven by a proven business leader, and good
prospects for sustainable long-term value for all shareholders.
We urge you to vote your BLUE proxy -- now -- in favour of the
election of the slate of director nominees set out in our
accompanying Circular.
Your vote will determine the direction of Biovail.
Yours sincerely,
/s/ Dr. Douglas J.P
Squires
Dr. Douglas J.P Squires
Chairman of the Board
/s/ William M. Wells
William M. Wells
Chief Executive Officer
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, our
objectives, goals, targets, strategies, intentions, plans, beliefs,
estimates, outlook and guidance, including, without limitation,
statements concerning the Company's ability to implement and
effectively execute its new strategic focus, the anticipated impact of
the Company's new strategic focus, the abilities and anticipated
impact of Biovail's nominees to the Board of Directors and of members
of the Company's leadership team, the Company's intentions regarding
its dividend policy, the Company's intention to commence a normal
course issuer bid and to repurchase its shares, the ability of the
Company to resolve civil, regulatory and criminal 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 our upcoming shareholders meeting, the efficiency of our
infrastructure and cost rationalization, prescription trends, pricing
and reimbursement in the therapeutic areas of focus we select, the
competitive landscape in the markets in which we compete, 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, 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 market liquidity of our common shares
and our satisfaction of applicable laws relating to the acquisition of
our common shares, the anticipated proxy contest in connection with
the election of the board of directors at our upcoming shareholders
meeting and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission and the Ontario
Securities Commission, 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.
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.
For further information, please contact Nelson F. Isabel at
905-286-3000 or send inquiries to [email protected].
SOURCE: Biovail Corporation
Biovail Corporation
Nelson F. Isabel, 905-286-3000
Vice-President, Investor Relations
and Corporate Communications
