EX-99.(E) 2 file2.htm JULY 3, 2007 LETTER FROM SCO CAPITAL PARTNERS

 

SCO CAPITAL PARTNERS LLC

 






July 3, 2007


Board of Directors

Bioenvision, Inc.

345 Park Avenue, 41st Floor

New York, New York  10154



Bioenvision Board Members:


As we anticipated, Genzyme’s tender offer for Bioenvision has failed.  Given Genzyme’s Schedule 13D of May 29, 2007 stated that it beneficially owned 24.3%, Bioenvision’s other shareholders have rejected Genzyme’s tender offer by a majority of greater than 74% to 2%.


·

       The Market Has Spoken - Again:  As reflected in the 74% to 2% rejection, the $5.60 price is an unacceptably low offer.  Despite being characterized as an offer at a premium, the $5.60 per share price represents a mere 6% premium to the prior day’s closing, and discounts of approximately 8%, 16% and 44% to the stock price of 1, 2, and 3 years prior, respectively.  Genzyme’s offer was made off an artificially low market price, negatively impacted by an ill-timed, dilutive financing at a price near the four-year low.  Market comparables for this type of transaction would require a price premium of between 50% and 100%, and based upon a more stable share price, or an offer price in the range of $8 to $12 per share.  An offer at that level is still substantially below the target price of $13 per share that the UBS Securities (Bioenvision’s own financial advisor) analyst had set for Bioenvision shares.


·

       Bioenvision Board of Directors Needs To Act:  Bioenvision’s board of directors should heed the message in the overwhelming failure of the tender offer, and work with Genzyme to terminate this ill-timed transaction, or to achieve a price level acceptable to the common shareholders.  All board members, including the Perseus-Soros/Aisling employees and designees, have a duty to all common shareholders, and the message was clear – the $5.60 tender offer price is unacceptable.


·

       Genzyme as Minority Shareholder:  While we believe that Genzyme’s proposed maneuvering with respect to closing on a minority position is just another way of scaring shareholders into tendering at an unacceptably low price, we do not believe that having Genzyme as a minority shareholder could be any worse than the minority shareholders that they are replacing.  



1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK, NEW YORK 10019

Telephone:  212-554-4158   Fax:  212-554-4058






We applaud Bioenvision’s common shareholders for flatly rejecting the inadequate $5.60 tender offer from Genzyme.  We strongly recommend that Bioenvision’s board of directors act in accordance with Bioenvision shareholders’ desire to terminate the tender offer, or negotiate a price that is consistent with market comparables and fair to all shareholders involved.


Sincerely,



/s/ Steven H. Rouhandeh


Steven H. Rouhandeh







1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK, NEW YORK 10019

TELEPHONE:  212-554-4158   FAX: 212-554-4058