0001104659-07-076590.txt : 20071024 0001104659-07-076590.hdr.sgml : 20071024 20071024115907 ACCESSION NUMBER: 0001104659-07-076590 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071024 DATE AS OF CHANGE: 20071024 GROUP MEMBERS: WICHITA BIO CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOENVISION INC CENTRAL INDEX KEY: 0001028205 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113375915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78274 FILM NUMBER: 071187350 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-750-6700 MAIL ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: ASCOT GROUP INC DATE OF NAME CHANGE: 19961205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 SC 13D/A 1 a07-25268_5sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

BIOENVISION, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

09059N100

(CUSIP Number)

Peter Wirth

Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

(617) 252-7500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with copies to:

Paul Kinsella

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

October 22, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 09059N100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Genzyme Corporation 06-1047163

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 100

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 100

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 100.0%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 09059N100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Wichita Bio Corporation 41-2241310

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 09059N100

EXPLANATORY NOTE

This Amendment No. 7 (the “Amendment”) amends and supplements the amended and restated statement on Schedule 13D originally filed by Genzyme Corporation (“Genzyme”) and Wichita Bio Corporation (“Wichita Bio” and, together with Genzyme, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on June 8, 2007 (as previously amended and restated and hereby supplemented, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 1.	Security and Issuer
This Schedule 13D relates to the Common Stock, $0.01 par value per share (the “Common Shares”), of Bioenvision, Inc. (“Bioenvision”), a Delaware corporation. The principal executive offices of Bioenvision are located at c/o Genzyme Corporation, 500 Kendall Street, Cambridge, Massachusetts 02142.
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented with the following: On May 29, 2007, the Genzyme, Wichita Bio, a wholly owned subsidiary of Genzyme, and Bioenvision entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Wichita Bio would be merged with and into Bioenvision with Bioenvision continuing as the surviving corporation and a wholly-owned subsidiary of Genzyme. On October 22, 2007, the shareholders of Bioenvision approved the Merger Agreement, and on October 23, 2007, Wichita Bio merged with and into Bioenvision with Bioenvision continuing as the surviving corporation and a wholly owned subsidiary of Genzyme (the “Merger”). By virtue of the Merger, each issued and outstanding share of Bioenvision common stock (other than shares held as treasury stock and shares held by the Reporting Persons) was cancelled and converted into the right to receive $5.60 in cash per outstanding common share, as set forth in the Merger Agreement. Shares of Bioenvision common stock held as treasury stock and held by the Reporting Persons were automatically cancelled. A press release announcing the shareholder approval of the Merger Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. On July 10, 2007, Genzyme purchased 8,398,098 Common Shares and 2,250,000 shares of Bioenvision’s Series A Convertible Participating Preferred Stock through a tender offer. Genzyme estimates that the total cash amount required to pay the merger consideration for the remaining Common Shares (assuming no shareholders exercise appraisal rights), the amounts payable for the treatment of stock options and warrants pursuant to the Merger Agreement and to cover estimated fees and expenses will be approximately $277M. Genzyme or one of its affiliates will provide all funding required in connection with the Merger from cash on hand.
Item 4.	Purpose of Transaction
Item 4 is hereby supplemented with the following: The information set forth and/or incorporated by reference in Item 3 is hereby incorporated by reference into this Item 4. As a result of the Merger, Bioenvision became a privately held company and ceased trading on The Nasdaq Global Market (“Nasdaq”). Following the effectiveness of the Merger, Nasdaq filed a Form 25 with the SEC to delist Bioenvision’s common stock. Bioenvision also filed a Form 15 with the SEC, suspending its reporting obligations under Sections 12 and 15 of the Securities Act of 1933, as amended.
Item 5.	Interest in Securities of the Issuer
Item 5 is hereby supplemented with the following: The information set forth and/or incorporated by reference in Items 3 and 4 is hereby incorporated by reference into this Item 5.

CUSIP No. 09059N100

a) As a result of the Merger, Genzyme is the sole shareholder of Bioenvision and owns 100 Common Shares, which represents 100.0% of the outstanding Common Shares. The separate corporate existence of Wichita Bio has ceased, and therefore, Wichita Bio owns no Common Shares. b) Genzyme has the sole power to vote or direct the vote and to dispose or direct the disposition of all 100 Common Shares. Wichita Bio has no authority to vote or direct the vote for any shares of the Company. c) Except for the transactions described in this Schedule 13D, to the best of Genzyme’s knowledge as of the date hereof, neither Genzyme nor any of its directors and executive officers named in Schedule I hereto has effected any transaction in Bioenvision’s capital stock during the past 60 days. d) Other than the persons named in Schedule I hereto, to the best of the Reporting Persons’ knowledge as of the date hereof, neither the Reporting Persons nor the Reporting Persons’ directors and executive officers named in Schedule I hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Bioenvision Shares beneficially owned by the Reporting Persons. e) As a result of the termination of its corporate existence in connection with the Merger, Wichita Bio ceased to be the beneficial owner of any securities of Bioenvision.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby supplemented with the following: The information set forth and/or incorporated by reference in Items 3 through 5 is hereby incorporated by reference into this Item 6.
Item 7.	Material to Be Filed as Exhibits

Exhibit		Description

1		Press Release of Genzyme Corporation and Bioenvision, Inc., dated October 22, 2007.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: October 23, 2007

GENZYME CORPORATION


By:	/s/ Peter Wirth
	Name:	Peter Wirth
	Title:	Executive Vice President


WICHITA BIO CORPORATION,
By: Bioenvision, Inc., as successor-in-interest by merger


By:	/s/ Peter Wirth
	Name:	Peter Wirth
	Title:	Vice President

EX-1 2 a07-25268_5ex1.htm EX-1

CONTACTS:

For Genzyme		For Bioenvision
Catherine E. Forte (investors)		James S. Scibetta (investors)
(617) 768-6881		(212) 750-6700

Maria E. Cantor (media)		Sondra S. Newman (media)
(617) 768-6690		(617) 877-5687

For Immediate Release
October 22, 2007

Bioenvision Shareholders Approve Acquisition by Genzyme Corporation

Cambridge, MA. and New York, NY – Genzyme Corporation (Nasdaq: GENZ) and Bioenvision, Inc (Nasdaq: BIVN) announced this afternoon that Bioenvision stockholders have voted to approve the acquisition of the company by Genzyme at a reconvened special shareholder meeting in New York. The transaction will be effective tomorrow. Bioenvision shares have now ceased trading and the company will be delisted from Nasdaq.

Fifty-six percent of Bioenvision’s issued and outstanding shares of common stock and preferred stock, voting together as a single class on an as converted basis, supported the merger. This represents approximately 67 percent of the total shares voted.

(more)

With its acquisition of Bioenvision, Genzyme takes a significant step in enhancing its existing oncology business by gaining the exclusive, worldwide rights to clofarabine.

“We are very pleased that Bioenvision shareholders voted to support this merger,” stated Mark J. Enyedy, president of Genzyme Oncology, a business unit of Genzyme Corporation. “We are deeply committed to furthering the clinical development of clofarabine and making it available on a global basis so that patients around the world with these very difficult forms of cancer will have access to the therapy. The successful completion of this acquisition creates the platform on which we will continue to build an international commercial presence for our oncology business.”

Genzyme acquires Bioenvision in an all cash transaction valued at $5.60 per share, or approximately $345 million.

Christopher B. Wood, M.D., chairman and chief executive officer of Bioenvision, said, “We are pleased to conclude this merger process and we respect our shareholders’ participation and opinions in this regard. We are confident in Genzyme’s commitment to advance clofarabine, aided by their established clinical, regulatory and commercial infrastructure, and their already significant U.S. commercial experience with the compound.”

Clofarabine is branded as Clolar^® in the U.S. and Canada, where it is marketed by Genzyme for relapsed and refractory pediatric ALL patients. In Europe, Bioenvision and Genzyme co-developed clofarabine and Bioenvision currently markets the product under the brand name Evoltra^®, also for the treatment of relapsed and refractory pediatric ALL patients.

The companies have been developing clofarabine for significantly larger indications, including use as a first-line therapy for the treatment of adult acute myeloid

leukemia (AML). Clofarabine has been granted orphan drug status for ALL and AML in both the United States and European Union.

About Genzyme

One of the world’s leading biotechnology companies, Genzyme is dedicated to making a major positive impact on the lives of people with serious diseases. Since 1981, the company has grown from a small start-up to a diversified enterprise with more than 9,500 employees in locations spanning the globe and 2006 revenues of $3.2 billion. In 2007, Genzyme was chosen to receive the National Medal of Technology, the highest honor awarded by the President of the United States for technological innovation. In 2006 and 2007, Genzyme was selected by FORTUNE as one of the “100 Best Companies to Work for” in the United States.

With many established products and services helping patients in nearly 90 countries, Genzyme is a leader in the effort to develop and apply the most advanced technologies in the life sciences. The company’s products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant, and diagnostic testing. Genzyme’s commitment to innovation continues today with a substantial development program focused on these fields, as well as immune disease, infectious disease, and other areas of unmet medical need.

This press release contains forward-looking statements, including statements about: the closing of acquisition of Bioenvision. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, among others: the possibility that the transaction is not completed; the possibility that certain closing conditions are not met, and the other risks and uncertainties described in reports filed by Genzyme with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including without limitation the information under the heading “Risk Factors” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Genzyme Quarterly Report on Form 10-Q for the quarter ending June 30, 2007. Genzyme cautions investors not to place

substantial reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this press release, and Genzyme undertakes no obligation to update or revise the statements.

Genzyme’s press releases and other company information are available at www.genzyme.com and by calling Genzyme’s investor information line at 1-800-905-4369 within the United States or 1-678-999-4572 outside the United States.

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Under the Securities Exchange Act of 1934 (Amendment No. 7)*

Under the Securities Exchange Act of 1934
(Amendment No. 7)*