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Published on 5/26/2009 in the Prospect News Special Situations Daily.

Biovail, Melnyk end proxy battle; annual meeting to be held Thursday

By Lisa Kerner

Charlotte, N.C., May 26 - Biovail Corp. and its former chief executive officer, Eugene Melnyk, settled their proxy context ahead of Biovail's annual meeting set for Thursday.

Melnyk and EM Holdings BV had filed a dissident proxy circular in connection with their solicitation of proxies for the election of Paul Haggis and Frank Potter to Biovail's board of directors to replace current Biovail directors Michael Van Every and Dr. Laurence E. Paul.

The company said it agreed to appoint Potter to its board of directors and to its audit committee immediately following the annual meeting.

According to Biovail, Melnyk agreed to vote the 16,420,272 common shares held by him and his holding company, EM Holdings, in favor of Biovail's nominees to the board of directors and in favor of all other matters proposed by the company in its meeting notice.

Melnyk agreed not to participate in a proxy contest or make a shareholder proposal or a shareholder requisition at any time until the completion of Biovail's 2010 shareholders meeting.

In addition, Melnyk will withdraw his proposed slate of nominees for election to Biovail's board.

Biovail also announced that its board has waived the deadline for depositing proxies with CIBC Mellon Trust Co. in connection with the annual meeting. Shareholders can deposit their proxies up to 10 a.m. ET on Thursday.

As previously reported, the Concerned Shareholders of Biovail, led by Melnyk, requested a special meeting for the purpose of approving corporate governance resolutions and electing two of his nominees to the board of directors.

Melnyk, the Toronto specialty pharmaceutical company's largest shareholder, and EM Holdings said they would solicit proxies in respect to majority voting, individual director voting, proxy access and the treatment of severance arrangements under Biovail's employment agreements.


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