Healthcare Industry News: Biovail
News Release - May 11, 2009
Former Executive Director of the World Bank and CEO of OMERS Nominated as Directors for Biovail Corporation's Board of DirectorsBiovail Shareholders Asked to Support Two Independent Directors who are Not Tied to Management or to Eugene Melnyk
TORONTO, May 11 (Healthcare Sales & Marketing Network) - Biovail Corporation (TSX, NYSE: BVF News) shareholders today are being mailed a proxy circular in advance of Biovail's annual and special meeting of shareholders scheduled to be held on May 28, 2009 seeking support to elect the former Executive Director of the World Bank and former CEO of OMERS as two independent directors to the Biovail Board of Directors. The proxy circular is being furnished to shareholders on behalf of Mr. Eugene Melnyk and EM Holdings B.V. (the "Concerned Shareholders").
Mr. Paul Haggis is the former President and CEO of OMERS (Ontario Municipal Employees Retirement System) where he oversaw significant operational and cultural change, leading OMERS to its best year ever in 2006.
Mr. Frank Potter is the former Executive Director of The World Bank in Washington for nine years, former Senior Advisor to the federal Department of Finance and is currently the Chairman of the Canadian Tire Bank.
Both nominees were found through an executive recruitment process that sought the most qualified financial and corporate governance experts in Canada.
Mr. Haggis and Mr. Potter have no links whatsoever to Biovail's management team or to Eugene Melnyk, who is seeking the two new independent directors.
"We have made it a condition of our candidacy that we will represent no particular constituency," said Paul Haggis. "We have agreed to stand for election in order to further good governance and financial practices at Biovail and will act entirely in the interests of all shareholders with a view to creating long-term shareholder value. In doing so, we would set out to work constructively with management and our other board colleagues."
"We believe Biovail's board will be stronger, more credible and better aligned to create shareholder value if it includes directors who are unencumbered by Biovail's history - regardless of the travails of Biovail's old or new management team," said Frank Potter. "We bring a proven history in finance and corporate governance that can contribute to a more productive and positive path forward for Biovail."
Biovail shareholders are being asked to support Mr. Haggis and Mr. Potter in place of current directors Mr. Michael R. Van Every and Dr. Laurence E. Paul.
Eugene Melnyk accepts the outcome of his attempt in 2008 to change to board, management and direction of Biovail. As the largest shareholder, Mr. Melnyk remains concerned with demonstrated corporate governance irregularities, certain payments to management and the board, certain inappropriate uses of company assets and certain material facts at the company that remain undisclosed.
It is because of these concerns that Mr. Melnyk requisitioned a meeting to bring about corporate governance reform at Biovail. The requisition proposed a number of specific governance reforms to be put to the shareholder for approval but since the board, on the eve of mailing their proxy circular, adopted a number of the key features of a number of these reforms Mr. Melnyk will not be proceeding with those reforms at the Meeting.
However, Mr. Melnyk is seeking two completely independent nominees to the board. And it is with a clear understanding of the outcome of the 2008 annual meeting that Mr. Melnyk specifically tasked an outside firm to identify the nominees and to choose two individuals of the highest merit while ensuring absolutely no connection or prior history to management or himself.
Mr. Melnyk is not attempting to change the direction of the company. He is not attempting to change the management or change the voting composition of the board. He is not attacking the company's strategy and has remained silent on the company's performance under its new strategic direction and management direction.
Despite Biovail's renewed attacks on Mr. Melnyk in their management circular filed on April 30, 2009 Mr. Melnyk has moved on and is not interested in a fight with Biovail. He simply wants stronger corporate governance, more complete disclosure and better financial performance at Biovail.
Paul Haggis and Frank Potter represent among the best financial and corporate governance talent in Canada and Biovail shareholders would all benefit from their presence on the Biovail Board.
The Concerned Shareholders urge shareholders to vote FOR the election of Mr. Paul G. Haggis and Mr. Frank Potter as directors of Biovail at the annual and special meeting of shareholders to be held on May 28, 2009. Copies of the proxy circular prepared and filed by the Concerned Shareholders can be obtained via SEDAR (www.sedar.com) or by contacting Laurel Hill Advisory Group toll-free at 1-888-882-6742 or if outside North America at 416-637-4661 (collect calls accepted).
TIME IS SHORT: Biovail shareholders are encouraged to contact Laurel Hill Advisory Group toll-free at 1-888-882-6742 or if outside North America at 416-637-4661 (collect calls accepted) with any questions or if they require assistance voting their YELLOW form of proxy. If you support Mr. Haggis and Mr. Potter you must act quickly to complete the appropriate documents. If you support Mr. Haggis and Mr. Potter you should vote using only the YELLOW form of proxy accompanying the proxy circular and disregard any other form of proxy.
YELLOW proxies must be received by Laurel Hill Advisory Group by no later than 2:00 p.m. (Toronto time) on May 25, 2009 in order to be voted at the meeting. Even if you have voted the management proxy and wish to change your vote, simply vote again using the YELLOW proxy, a later dated proxy will automatically revoke the previously submitted proxy.
Certain statements contained in this release constitute forward-looking statements. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Concerned Shareholders, the Nominees, the Company or its current or future management, are intended to identify forward-looking statements. Such statements reflect the Concerned Shareholders' or the Nominees' current views with respect to future events and are subject to certain risks, uncertainties and assumptions. The Concerned Shareholders and the Nominees assume no responsibility for any such statements. Many factors could cause the company's actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include, but are not limited to, economic, business, technological, competitive and regulatory factors. All such factors should be considered carefully when making decisions with respect to Biovail, and undue reliance should not be placed on the Concerned Shareholders' or the Nominees' forward-looking statements. The Concerned Shareholders and the Nominees do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on their behalf, except as required under applicable securities legislation.
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