UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
PHARMION CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
- 2 -
The following is the text of a press release issued by Pharmion Corporation on
February 26, 2008.
ISS Recommends Pharmion Shareholders Vote for Merger with Celgene
All Four Leading Independent Proxy Advisory Firms Recommend Pharmion
stockholders vote FOR merger with Celgene
Special Meeting of Shareholders Scheduled For March 6, 2008
Pharmion Corp. Urges All Shareholders to Vote FOR the Proposed Merger
BOULDER, February 26, 2008 - Pharmion Corporation (Nasdaq: PHRM) today
announced that Institutional Shareholder Services (ISS) has recommended that
Pharmion stockholders vote FOR the merger agreement with Celgene Corporation
(Nasdaq: CELG) at the Special Stockholders Meeting scheduled for March 6, 2008.
With this recommendation, all four of the leading proxy advisory firms, ISS,
Glass Lewis & Co., PROXY Governance, Inc. and Egan-Jones Proxy Services, have
now recommended that Pharmion stockholders support the merger with Celgene.
"We are pleased that ISS, as well as the other leading independent proxy
advisory firms - Glass Lewis & Co., PROXY Governance and Egan-Jones Proxy
Services - have all recognized the strategic and economic logic of our merger
with Celgene," said Patrick Mahaffy, Pharmion's president and chief executive
officer. "ISS' conclusions confirm our conviction that the merger offers the
best value to Pharmion stockholders."
ISS is a leading independent U.S. proxy advisory firm and its voting analyses
and recommendations are relied upon by hundreds of major institutional
investment funds, mutual funds and fiduciaries throughout the country.
The Board of Directors of Pharmion unanimously recommends that stockholders vote
"FOR" the approval and adoption of the agreement and plan of merger, and the
approval of the merger as described in the proxy statement/prospectus and the
supplement thereto.
About Pharmion
Pharmion Corporation is a leading global oncology company focused on acquiring,
developing and commercializing innovative products for the treatment of
hematology and oncology patients in the U.S., Europe and additional
international markets. Pharmion has a number of products on the market including
the world's first approved epigenetic drug, Vidaza(R), a DNA demethylating
agent. For additional information about Pharmion, please visit the company's
website at http://www.pharmion.com.
Additional Information about the Transaction and Where to Find It
This press release shall not constitute an offer of any securities for sale. The
acquisition will be submitted to Pharmion's stockholders for their
consideration. In connection with the acquisition, Celgene and Pharmion have
filed with the SEC a registration statement, a proxy
statement/prospectus (which was mailed to Pharmion stockholders on or about
February 6, 2008), a supplement thereto (which was mailed to Pharmion
stockholders on or about February 19, 2008), and other relevant documents
concerning the merger. Investors and stockholders of Celgene and Pharmion are
urged to read the registration statement, the proxy statement/prospectus, the
supplement thereto and other relevant documents filed with the SEC, as well as
any amendments or supplements to such documents because they contain important
information about Celgene, Pharmion and the merger. The proxy
statement/prospectus, the supplement thereto, the registration statement, other
relevant materials and any other documents filed by Celgene and Pharmion with
the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and stockholders may obtain free copies of the documents
filed with the SEC by directing a written request to: Celgene Corporation, 86
Morris Ave., Summit, New Jersey 07901, Attention: Investor Relations, or
Pharmion Corporation, 2525 28th Street, Suite 200, Boulder, Colorado 80301,
Attention: Investor Relations. Investors and stockholders are urged to read the
proxy statement/prospectus, the supplement thereto, the registration statement
and the other relevant materials before making any voting or investment decision
with respect to the merger.
Participants in Solicitations
Pharmion and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from stockholders of Pharmion in connection with the merger. Information
regarding Pharmion's directors and executive officers is available in Pharmion's
proxy statement on Schedule 14 A for its 2007 annual meeting of stockholders,
which was filed with the SEC on April 30, 2007. Additional information regarding
the interests of such potential participants is included in the proxy
statement/prospectus, as supplemented.
Contact Information
Breanna Burkart Anna Sussman
Director, Investor Relations and Director, Investor Relations and
Corporate Communications Corporate Communications
Phone: 720-564-9144 Phone: 720-564-9143
bburkart@pharmion.com asussman@pharmion.com
# # #