"A Plan for a Better Biovail" Proposed in Proxy Circular of Concerned Shareholders



    Former Biovail CEO Bruce Brydon Would Return, Implementing Four-Point
    Plan Intended to Enhance Shareholder Value with New Board and Management
    Team, Re-Invigorated Product Pipeline, and Re-capturing of Company's
    Former Entrepreneurial Spirit

    Current CEO "Has None Of The Requisite Experience Required To Lead The
    Company" And Biovail's New Strategic Plan Is "Ill-Conceived," Proxy
    Circular of Concerned Shareholders Says

    TORONTO, June 2 /CNW/ - Biovail Corporation's (NYSE:  BVF) (TSX:BVF)
largest shareholders, Eugene Melnyk, together with his holding company
EM Holdings B.V. (the "Concerned Shareholders"), today filed a proxy circular
in advance of the company's June 25, 2008 Annual General Meeting, in which
they are soliciting YELLOW proxies in support of their efforts to replace the
current Board of Directors and Chief Executive Officer of the company and
create a better Biovail.
    "Since 2004, when the management team led by Dr. Squires took control of
Biovail, the Company's share price has dropped 37% to $11.73 per share. In
fact, $10,000 dollars invested in Biovail stock in 2004 would only be worth
approximately $6,310 dollars today," the circular says.
    "In the view of the Concerned Shareholders, although the Incumbent Board
and management team claim to understand the changing business environment,
they have no concept of what is required to succeed within the current
pharmaceutical industry environment. Their reaction to the shifting dynamics
has been: (i) to terminate and dismantle existing programs; (ii) to continue
to pursue misguided product development strategies involving disease states
for which obtaining product approval is highly problematic or simply
commercially unviable; and (iii) to enter into product markets for which they
lack the requisite knowledge. The Concerned Shareholders believe that the
recent announcement that Biovail will pursue NCEs (new chemical entities) in
the CNS (central nervous system) specialty market dramatically underscores the
lack of insight of the Incumbent Board and management team."
    To address these and other problems, "the Concerned Shareholders have put
together a plan that they believe will help secure the future of the Company.
This plan consists of four components with two overarching themes: a
commitment to excellence in corporate governance, and a commitment to enhance
shareholder value," the proxy circular states.

    
    Four Point Plan

    According to the proxy circular, the plan has four elements:
    -   "the installation of a new Board and establishment of an experienced
        Advisory Board of Pharmaceutical Excellence;
    -   the installation of an experienced and proven management team led by
        Bruce Brydon as its Chief Executive Officer;
    -   re-invigorating the product pipeline; and
    -   re-capturing the entrepreneurial spirit required to build a
        successful and leading specialty pharmaceutical company."

    New and Experienced Board

    The Concerned Shareholders seek to elect an alternative slate of directors
consisting of: Bruce D. Brydon, Douglas N. Deeth, Joseph J. Krivulka, Vince M.
Mazza, William J. Menear, Robert A. Podruzny, Liza A. Harridyal-Sodha, Mark L.
Thompson, Dr. D. Lorne Tyrrell and Laurence W. Zeifman (the "Concerned
Shareholders' Nominees").
    "The proposed board has a wealth of pharmaceutical industry experience,
intimate knowledge of what previously made Biovail successful and what will
make the company successful again, clear insight into the markets in which
Biovail operates and strong financial, operating, legal, governance and
management skills as they relate to the pharmaceutical industry."
    The Concerned Shareholders' Nominees have agreed that they will operate
under the highest standards of corporate governance and not under the control
or influence of anyone.

    Experienced and Proven Management Team

    A key component of the plan to build a Better Biovail is the proposed
appointment of Bruce Brydon as Chief Executive Officer. Mr. Brydon has an
impressive track record of success throughout his career, especially at
Biovail, where he led the Company from 1995 to 2001, its most successful
period of growth. Mr. Brydon brings to the Company over 30 years of
operational experience in biotechnology, pharmaceuticals and diagnostics.
Between 1995-2001, as Chief Executive Officer of Biovail, Mr. Brydon led a
dramatic expansion in revenues from approximately $20 million to over
$583 million, with the Company's share price increasing from $0.67 per share
(adjusted for stock splits aggregating 12 for 1) to $55.60 per share during
that period. Seen another way, Biovail's stock price rose from $8.00 per share
in 1995 to a split-adjusted $667.20 per share in 2001.

    Re-invigorate the product pipeline

    "The Concerned Shareholders' Nominees believe that the Company has a
strong stable of existing technologies which are not being effectively
exploited by current management and the Incumbent Board and which can be put
to better use. In addition, the Concerned Shareholders' Nominees are aware of
certain other technologies that they have indicated they will consider
in-licensing in the near term. The Concerned Shareholders' Nominees will also
undertake a review of the Company's current R&D infrastructure in order to
determine what can be changed to improve efficiency and profitability."

    Re-capture entrepreneurial spirit

    "The Company's success in re-capturing its lost entrepreneurial spirit
will be predicated on its ability to do what it has done in the past: be early
in an emerging area, partner with innovators within the sector and leverage
its ability to create relationships. The Concerned Shareholders' Nominees have
agreed to undertake a review of numerous opportunities in order to determine
whether they can be exploited effectively by employing the Company's
traditional strengths under new management."

    Failures of Current Management

    The circular details poor management and board decisions including the
following (all quotes from the proxy circular):

    -   Ineffective business development with only one single product
        development agreement with a partner "...between 2005-2008 Biovail
        spent on average $100 million a year on R&D and the (previous) small
        but effective R&D group morphed into a bloated structure which
        included a development committee comprised of an unconscionable
        24 voting and non-voting members."

    -   Losing $1.7 billion in value through mishandling the BVF-033 FDA
        disaster "...the complete failure to obtain timely regulatory
        approval of BVF-033 has negatively impacted the commercial viability
        of this product. Moreover, the Concerned Shareholders believe that
        the fact that then Chief Executive Officer Dr. Squires was 'surprised
        and disappointed' at receiving a Class-2 response (a much more
        detailed and time consuming review) in respect of BVF-033 shows that
        management lacks understanding of the regulatory process and
        highlights their shaky relationship with the FDA." The proxy circular
        notes that Biovail's stock price slid from $25.51 per share to
        $14.51 per share from July 19, 2007 when Biovail received the
        non-approvable letter for BVF-033 to November 20, 2007 when the FDA
        Class 2 response was received, representing a decrease of
        approximately $1.7 billion in shareholder value.

    -   Keeping critical pipeline details hidden. "The fact that many of the
        critical details of the pipeline are unavailable to investors is also
        troubling. The Concerned Shareholders believe that it is crucially
        important from an accountability and valuation perspective that the
        Company increase the transparency of its pipeline. The Concerned
        Shareholders believe that pharmaceutical companies are not valued
        based on traditional industry metrics, but rather on the future
        earning potential of their pipelines."

    -   Millions of dollars in excessive executive compensation in advance of
        the proxy vote at the annual general meeting. "Despite the utter
        failures of senior management ... the Incumbent Board paid Biovail's
        named executive officers (other than Mr. Melnyk) over $7 million in
        compensation in 2006 and 2007, while Biovail's market capitalization
        was eroded by over a staggering $1.5 billion."

    -   Golden parachutes for current management. A review of the Company's
        public disclosure record indicates that Messrs. Wells, Godin, Gubitz
        and Ms. Kelley (the Company's General Counsel) each have employment
        agreements that contain golden parachute provisions that are
        triggered upon a reconstitution of the Board of Directors - which the
        Concerned Shareholders expect will occur at the upcoming Annual
        General Meeting. ... Moreover, in the case of Mr. Wells, not only is
        there a golden parachute triggered simply on the reconstitution of
        the Board, there is also a provision that requires the Company to pay
        his parachute payments into an offshore trust arrangement which makes
        the payment more difficult to challenge."

    -   Appointment of a new CEO without thorough search. "The recent
        appointment of William Wells as Chief Executive Officer is cause for
        great concern. In particular, the fact that Biovail - a public
        company - failed, in the view of the Concerned Shareholders, to
        conduct a proper search for the right Chief Executive Officer to lead
        the Company out of the current quagmire and instead opted to hire a
        person who has essentially no experience in the pharmaceutical
        industry, other than serving on the Company's Board for a few years,
        should be disturbing to all shareholders. What is particularly
        troubling is the potential conflict arising from the fact that
        Mr. Wells was Chairman of the Independent Committee established by
        the Incumbent Board, which committee, according to the Biovail
        Circular, recommended Mr. Wells for the Chief Executive Officer
        position. Mr. Wells was also Chairman of the Compensation,
        Nominating, and Corporate Governance Committee at the time...The
        Concerned Shareholders believe that Mr. Wells is not the right Chief
        Executive Officer for Biovail and has none of the requisite
        experience required to lead the Company."

    -   A new strategic plan that includes a complete overhaul of the
        Company's business focus "...on the Company's May 8, 2008 earnings
        call, Mr. Wells announced the following:

        A complete overhaul of the Company's business focus to NCEs in the
        CNS specialty market; substantial "investments" in R&D over the next
        five years; the creation of a sales force to promote new products in
        the CNS specialty market; the rationalization of certain aspects of
        the business, including the closure of manufacturing facilities in
        Puerto Rico; and the repurchase of up to 14 million of the Company's
        outstanding shares under a normal course issuer bid."

        While the Concerned Shareholders appreciate the need for immediate
        change, the Concerned Shareholders believe that current Management's
        "strategy" was hastily developed, is ill-conceived and will lead the
        Company down a misguided path. Moreover, the Concerned Shareholders
        believe that current management's track record (or lack thereof)
        gives rise to serious concerns about their ability to execute on any
        strategy, let alone one that focuses on a highly complex and
        difficult disease state like CNS.

    -   Funding for the new strategic plan "...the Concerned Shareholders do
        not understand how Mr. Wells believes that he can: (i) spend
        $600 million on R&D; (ii) buy back 14 million shares; and (iii) pay
        up-front license fees for new products while continuing to pay the
        dividend to shareholders. While Mr. Wells has indicated that he will
        focus on cost containment, the Concerned Shareholders have serious
        doubts that all of the foregoing financial goals can be achieved,
        especially given that any product that is worth in-licensing will
        cost tens, if not hundreds, of millions of dollars to license and
        develop."
    

    Copies of the proxy circular prepared by the Concerned Shareholders can
be obtained via SEDAR (www.sedar.com) and www.abetterbiovail.com or by
contacting in Canada, Kingsdale Shareholder Services Inc. toll-free at
1-800-775-1986 or collect at 1-416-867-2272, or in the United States,
Innisfree M&A Incorporated toll-free at 1-877-717-3929.

    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 Concerned Shareholders' Nominees,
the Company or its current or future management, are intended to identify
forward-looking statements. Such statements reflect the Concerned
Shareholders' or the Concerned Shareholders' Nominees' current views with
respect to future events and are subject to certain risks, uncertainties and
assumptions. The Concerned Shareholders' 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.





For further information:

For further information: Media contacts for further information:
Canadian Media: Duncan Fulton, (416) 645-3655, Duncan.fulton@fleishman.ca;
United States Media: Mike Sitrick, (310) 788-2850, mike_sitrick@sitrick.com;
Shareholders: In Canada and other countries: Kingsdale Shareholder Services
Inc., 1-800-775-1986; In the United States: Innisfree M&A Incorporated,
1-877-717-3929

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