Melnyk Calls For Special Meeting of Biovail Shareholders To Approve Corporate Governance Resolutions and to Elect Two Of His Nominees To Biovail Board



    
    Requests Special Meeting Be Held in Conjunction with Biovail 2009 Annual
    Shareholder Meeting
    

    TORONTO, Feb. 25 /CNW/ - Eugene Melnyk announced today that he and a
company under his control, EM Holdings B.V., have requisitioned a special
meeting of shareholders of Biovail Corporation ("Biovail" or the
"Corporation") (TSX: "BVF"; NYSE:   "BVF") at which he would seek to have
shareholders approve several resolutions to bolster Biovail's corporate
governance practices and seek the election of two nominees to Biovail's Board
of Directors.
    Mr. Melnyk has suggested that the meeting be held in conjunction with
Biovail's 2009 annual shareholders meeting. Mr. Melnyk's request for a special
meeting of Biovail shareholders was made pursuant to section 143 of the Canada
Business Corporations Act.
    Mr. Melnyk stated that "several of the resolutions he is proposing would
bring Biovail's corporate governance practices into line with recent
recommendations of the Canadian Coalition for Good Governance". The proposed
resolutions address items such as:

    
    -   shareholder approval of significant transactions;

    -   amendments to Biovail's by-law to provide for improved director
        election practices and fair access to proxies;

    -   amendments to Biovail's charter relating to corporate governance and
        disclosure requirements; and

    -   the payment of termination and change of control payments in
        executive agreements.
    

    Mr. Melnyk said he is particularly concerned that termination and change
of control payments in Biovail's executive agreements are excessive - and
would be viewed as such in any period. "They are even more so in this period
of the economy," he said. Mr. Melnyk said that shareholders should also
closely monitor the perquisites provided to Biovail's executives such as the
use of corporate aircraft or personal travel financed by Biovail. "It is
important that this should be closely monitored and controlled in these
difficult times." Mr. Melnyk said his proposed amendments to Biovail's
corporate governance charter address this and other important corporate
governance practices.
    Shareholders may review the Canadian Coalition for Good Governance's (the
"Coalition") views on these items at www.ccgg.ca, in particular, the
Coalition's letter to the Chair of the Canadian Securities Administrators
dated February 2, 2009 regarding shareholder democracy concerns and the
Coalition's draft executive compensation principles dated January 9, 2009. The
proposed resolutions for the requisitioned meeting address, among others,
matters raised by the Coalition in those documents.
    The proposed resolutions also seek to limit indemnification of the
Corporation's directors and officers where the Corporation will not be
reimbursed from the proceeds of insurance for such claims.
    For additional information on this press release and a copy of the
requisition (including the proposed resolutions), please contact:





For further information:

For further information: Canadian Media: Joanne Kearney, (416) 645-8180,
Joanne.kearney@fleishman.ca; US Media: Sitrick And Company, Michael Sitrick,
Mike_Sitrick@Sitrick.com, (310) 788-2850; Seth Faison, (212) 573-6100,
Seth_Faison@Sitrick.com

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EUGENE MELNYK

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