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Filed by GelTex Pharmaceuticals (Commission File No. 000-26872)
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: GelTex Pharmaceuticals, Inc. (Commission File No. 000-26872)
Genzyme Contacts: GelTex Contacts:
Sally Curley (investors) Mark Skaletsky
617-591-7140 781-434-3500
Paul Mellett
781-434-3484
Bo Piela (media) Lisa Burns (investors)
617-252-7785 Justin Jackson (media)
Burns McClellan Inc.
212-213-0006
For Immediate Release
November 1, 2000
Genzyme and GelTex Announce Filing of Registration Statement for Genzyme's
Acquisition of GelTex
CAMBRIDGE and WALTHAM, Mass. - Genzyme Corp. and GelTex Pharmaceuticals,
Inc. (Nasdaq: GELX)on November 1, 2000 announced the filing of Genzyme's
registration statement with the Securities and Exchange Commission (SEC) for the
acquisition of GelTex by Genzyme. The transaction was announced on September 11,
2000.
The companies expect the transaction to close in December or January,
pending regulatory and GelTex shareholder approval. GelTex will then become a
part of Genzyme General (Nasdaq: GENZ), a division of Genzyme Corp.
With the acquisition, Genzyme General will have access to two
patent-protected, marketed products--Renagel(R) brand sevelamer hydrochloride
and WelChol(TM) brand colesevelam hydrochloride--along with a significant
pipeline of promising products and a proven and productive polymer technology
development team. Renagel is a rapidly growing product used in the treatment of
patients with end-stage renal disease undergoing hemodialysis. WelChol is a new
cholesterol-lowering agent that was launched in September 2000 by Sankyo Pharma,
Inc.
GelTex's leading product in development is a toxin binder known as
GT160-246 for Clostridium difficile (C. difficile), which is a major cause of
antibiotic-associated colitis, a condition common in hospitals and nursing
homes. A Phase 1 trial of GT160-246 in normal volunteers was completed in
August, and a Phase 2 clinical trial of the product is expected to begin later
this year. In addition, GelTex has identified a family of polymers that inhibit
pancreatic lipase, the key enzyme involved in fat digestion in the intestine. In
pre-clinical
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studies, these compounds have shown they can inhibit lipase with a potency in
the range of that of known inhibitors. They have also shown that they can
significantly inhibit fat absorption.
GelTex's polymer technology development team has produced two approved
products and several promising product candidates within a short six-year
timespan. Polymer technology has wide ranging applications, and the two polymers
developed by GelTex to date have had a relatively quick development pathway and
have proven to be very safe.
Genzyme General develops and markets therapeutic products and diagnostic
products and services. Genzyme General has three therapeutic products on the
market and a strong pipeline of products in development focused on the treatment
of genetic disorders. Genzyme General is a division of the biotechnology company
Genzyme Corporation.
GelTex develops and markets non-absorbed polymer drugs that bind and
eliminate targeted substances within the gastrointestinal tract. In addition,
GelTex is developing small-molecule pharmaceuticals consisting of novel
polyamine analogues and metal chelators.
This press release contains forward-looking statements, including
statements about the anticipated consummation, timing and benefits of the
merger, the expected timing of a clinical trial, and expectations concerning
GelTex's product candidates and polymer technology. Actual results may
materially differ due to numerous factors, including without limitation
conditions in the financial markets relevant to the proposed merger, the
likelihood of receipt of regulatory and other approvals of the merger,
enrollment rates for and the results of clinical trials, the actual efficacy and
safety of products, the content and timing of submissions to and decisions by
regulatory authorities, and the risks and uncertainties described in Genzyme and
GelTex's reports filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, including without limitation
Exhibit 99.2 to Genzyme's Annual Report on Form 10-K for the year ended December
31, 1999, as amended. Genzyme General Division Common Stock is a series of
common stock of Genzyme Corporation. Therefore, holders of Genzyme General
Division Common Stock are subject to all of the risks and uncertainties
described in the aforementioned reports.
This material is not a substitute for the proxy statement/prospectus
Genzyme and GelTex have filed with the Securities and Exchange Commission.
Investors are urged to read that document because it contains important
information, including detailed risk factors. The proxy statement/prospectus and
other documents filed by Genzyme and GelTex with the SEC are available free of
charge at the SEC's website (www.sec.gov) and from Genzyme or GelTex.
GelTex, its directors, and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
merger. Information concerning GelTex's directors and executive officers can be
found in the documents filed with the SEC. Certain directors and executive
officers of GelTex may have direct or indirect interests in the merger due to
securities holdings, vesting of options, and rights to severance payments if
their employment terminates following the merger. In addition, directors and
officers, after the merger, will be indemnified by Genzyme, and benefit from
insurance coverage for liabilities that may arise from their service as
directors and officers of GelTex prior to the merger. Additional information
regarding the participants in the solicitation is contained in the proxy
statement/prospectus.
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