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:
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May 9, 2008
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Dear Fellow Shareholder of Biovail Corporation,
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Your company has set a new direction and is poised to deliver
increased shareholder value. In the past year, we have:
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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;
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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;
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Appointed an experienced and disciplined new Chief Executive
Officer to implement the New Strategic Focus;
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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);
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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
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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.
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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.
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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.
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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.
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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.
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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.
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If Mr. Melnyk does act and nominates dissident directors, Biovail
shareholders will be faced with a crucial choice:
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A return to a Melnyk-influenced company with all that entails, or
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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.
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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.
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Your vote will determine the direction of Biovail.
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Yours sincerely,
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