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Baker Brothers LLC
Challenge: Baker Brothers LLC, the largest
shareholder of AnorMED Inc., filed a 13-D report with the SEC
calling for a special meeting of shareholders to replace the
current underperforming board.
Solution: After aiding in the drafting of the
information circular, Kingsdale Shareholder Services began immediately
contacting AnorMED’s top shareholders who held the remaining
77% of shares. Kingsdale worked with Baker Brothers to meet,
in person and via conference call, with the majority of the
company’s major shareholders to ensure they supported
Baker Brothers. Kingsdale also assisted Baker Brothers in developing
several compromise solutions to present to the board in order
to resolve the matter amicably.
Result: Kingsdale’s efforts resulted
in 74% of votes in favour of replacing AnorMED’s board
with a slate of candidates nominated by Baker Brothers. Months
later, Kingsdale was retained to defend AnorMED against a hostile
take-over launched by Genzyme Corporation at US$8.55/share.
A White Knight was identified and Genzyme increased its bid
to US$13.50/share, which the AnorMED board recommended accepting.
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