(*) Biovail Shareholders Asked to Support Two Independent Directors That
are Not Tied to Management or to Eugene Melnyk (*)
TORONTO, May 11 /CNW/ - Biovail Corporation (TSX, NYSE: BVF) 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
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
"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.
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
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
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.
For further information:
For further information: Shareholders: Laurel Hill Advisory Group, Toll
Free: 1-888-882-6742, Outside North America (collect): (416) 637-4661;
Canadian Media: Duncan Fulton, Fleishman-Hillard, (416) 645-3655,
firstname.lastname@example.org; US Media: Michael Sitrick, Sitrick And Company,
(310) 788-2850, email@example.com