Biovail Corporation
NYSE : BVF
TSX : BVF

Biovail Corporation

June 28, 2005 10:28 ET

Biovail Announces Results of 2004 Annual and Special Meeting of Shareholders

TORONTO--(CCNMatthews - Jun 28, 2005) -

Biovail Corporation (NYSE:BVF)(TSX:BVF):

-- Company Provides Information Regarding Today's Investor Event

Biovail Corporation (NYSE:BVF)(TSX:BVF) today announced the results of its 2004 Annual and Special Meeting of Shareholders held this morning at the TSX Broadcast and Conference Centre.

Shareholders voted to re-elect five members of the Board of Directors - Executive Chairman Eugene Melnyk, Wilfred Bristow, Sheldon Plener, Dr. Laurence Paul and Michael Van Every. Shareholders elected two new independent Board members - Jamie Sokalsky, Executive Vice-President and Chief Financial Officer of Barrick Gold Corporation (NYSE, TSX, SWX, BOURSE: ABX) (LSE: BGD), and William (Bill) Wells, Chief Financial Officer of Bunge Limited (NYSE: BG).

Shareholders also supported the appointment of Dr. Douglas Squires, Biovail's Chief Executive Officer, to the Company's Board of Directors. Dr. Squires' appointment will become effective upon the continuance of Biovail under the Canada Business Corporations Act, which is expected to occur in the next several weeks.

Two members from Biovail's previous Board of Directors - Rolf Reininghaus, Senior Vice-President, Corporate and Strategic Development and a member of Biovail's Board since 1994, and Roger Rowan, President and Chief Operating Officer of Watt Carmichael Inc., a private investment firm and member of Biovail's Board since 1997 - chose not to stand for re-election.

"The election of Jamie Sokalsky and Bill Wells, and the addition of Doug Squires, provide Biovail's Board of Directors with expertise upon which the management team can draw as the Company moves through its next phase of evolution," said Mr. Melnyk. "The additions of Mr. Sokalsky and Mr. Wells immediately expand the capabilities of the Board - especially in the areas of financial reporting, public company, international business and governance experience. As Biovail's CEO, Dr. Squires has made a positive contribution since joining the Company in November 2004. His extensive knowledge of the pharmaceutical industry makes him an important asset to Biovail - and to the Board."

In other business, shareholders also voted to reappoint Ernst & Young LLP as Biovail's independent public accounting firm. Ernst & Young has been the Company's independent public accounting firm since 1999.

Corporate-Governance Review

Mr. Melnyk also provided shareholders with a summary of the progress Biovail has made since he committed the Company to a corporate-governance enhancement initiative in June 2004. The resulting process was directed toward a number of clear objectives - to build the skills, experience and resources that would assist the Board in discharging its governance oversight function; to support an effective management decision-making process; to enhance investor and regulator confidence in Biovail; and to contribute to the ongoing objective of generating value for shareholders.

Specific governance-enhancement initiatives to date include the development of written charters for the Board, Board committees, the Executive Chairman, the Chief Executive Officer and the Chairs of the Nominating and Corporate Governance Committee, and of the Audit Committee; underscoring in the written job description the Chairman of the Corporate Governance Committee's leadership position on the Board; reviewing the committee structure and the membership of each Board committee; reviewing the system of director compensation; discontinuing stock options for directors in favor of deferred stock units; increasing the frequency of in-camera meetings of directors; establishing a Board Secretariat and other resources to provide directors with the information and support they need to perform their duties; reviewing the existing disclosure process; establishing a Disclosure Committee consisting of senior officers of the Company; initiating a formal performance-evaluation process covering the Board, its committees and individual directors; announcing that all members of the Board will become members of the Institute of Corporate Directors; instituting a comprehensive continuing-education program for all directors; adopting a formal orientation program for new directors; adopting individual voting for nominees to the Board; initiating a Board-renewal and succession process; developing profiles of director candidates; engaging Egon Zehnder to assist in that process; separating the roles of Chairman and CEO; appointing a CEO (Dr. Squires) and other senior executives; and engaging Carol Hansell, a partner at Davies Ward Phillips & Vineberg LLP and a leading legal authority on governance matters, to advise the Board on best practices.

Biovail to Host Investor Event

This afternoon - from approximately noon until 4:30 p.m. - Biovail will host an Investor Event at the TSX Broadcast and Conference Centre. Members of senior management from various functional areas of the Company will provide an overview of Biovail's business. The event will also include:

-- A review of the Company's new Strategic Plan;

-- Reaffirmation of the Company's previously issued financial guidance for 2005; and

-- New information on products under development.

Today's Meetings on the Web

A replay of the Webcast of Biovail's Annual and Special Meeting of Shareholders will be available through the Investor Relations section of Biovail's Web site at www.biovail.com. A copy of the presentation will be posted to the Web site later today.

A live Webcast of Biovail's Investor Event will be available, with synchronized slides, through the Investor Relations section of Biovail's Web site at www.biovail.com. The event is scheduled to begin at noon EDT. To access the call live, please dial 416-340-2216 (Toronto and International callers) and 1-866-898-9626 (U.S. and Canada). Listeners are encouraged to dial in 10 minutes before the call begins to avoid delays. A replay of the event will be available through the Investor Relations section at www.biovail.com. A copy of the presentation will be posted later today.

About Biovail Corporation

Biovail Corporation is a specialty pharmaceutical company engaged in the formulation, clinical testing, registration, manufacture, and commercialization of pharmaceutical products utilizing advanced drug-delivery technologies. For more information about Biovail, visit the Company's Web site at www.biovail.com.

For further information, please contact Ken Howling at 905-286-3000 or send inquiries to ir@biovail.com.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995

To the extent any statements made in this release contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements include, but are not necessarily limited to, risks and uncertainties, including the difficulty of predicting U.S. Food and Drug Administration and Canadian Therapeutic Products Directorate approvals, acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, new product development and launch, reliance on key strategic alliances, tax rate assumptions, availability of raw materials and finished products, the regulatory environment, the outcome of legal proceedings, fluctuations in operating results and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission and the Ontario Securities Commission. Biovail undertakes no obligation to update or revise any forward-looking statement. Biovail Corporation

Contact Information

  • Biovail Corporation
    Kenneth G. Howling, 905-286-3000