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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 29, 1995
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 0-14680 06-1047163
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One Kendall Square, Cambridge, Massachusetts 02139
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 252-7500
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Item 5. Other Events.
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On October 2, 1995, Genzyme Corporation ("Genzyme"), a Massachusetts
corporation, completed the acquisition of its majority-owned subsidiary, IG
Laboratories, Inc. ("IG"), a Delaware corporation, in a transaction in which IG
was merged with and into Genzyme. Genzyme hereby incorporates by reference the
contents of its press release dated September 29, 1995, filed as Exhibit 99 to
this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 11, 1995 GENZYME CORPORATION
BY: /s/ Evan M. Lebson
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Evan M. Lebson
Vice President, Treasurer
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
99 Press release dated September 29, 1995. Filed herewith. 5
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Exhibit 99
For Immediate Release Contact:
September 29, 1995 --------
Stephen Push
617-252-7570
Genzyme Buys Back Outstanding Shares of IG Labs
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Independent IG Shareholders Approve Merger with Genzyme
CAMBRIDGE, Mass. -- The independent shareholders of IG Laboratories Inc.
(Nasdaq: IGLI, "Integrated Genetics") today approved the merger of IG Labs with
Genzyme Corp.
Genzyme currently owns approximately 70 percent of the genetics testing
company and will combine the operations of IG Labs into the diagnostic services
unit of Genzyme's General Division. The merger will be effective on October 2,
1995. IG Labs stock ceased trading today.
In exchange for their IG Labs shares, public shareholders will receive
.1201 share of Genzyme General Division common stock (Nasdaq;GENZ), or
approximately $7.00, for each share of IG common stock held. The exchange ratio
was based on a ten-day average closing price of Genzyme General Division common
stock as of September 28, 1995, which was valued at $58.30. Any fractional
shares will be paid in cash. The exchange is a tax-free transaction for federal
income tax purposes.
Genzyme will not change the nature of the business unit, which will
continue to work in the area of genetic diagnostics and will continue to operate
under the Integrated Genetics name.
Genzyme, one of the world's top five biotechnology companies, focuses on
developing innovative products and services for major unmet human health care
needs. The company's General Division markets Ceredase(R) and Cerezyme(TM)
replacement enzymes for the treatment of Gaucher disease. It also develops and
markets diagnostic products, genetic diagnostic services, and bulk
pharmaceuticals.
Integrated Genetics applies advanced biotechnology to develop and provide
high-quality, sophisticated genetic testing services to physicians, hospitals,
clinical laboratories, university medical centers, and managed health care
organizations throughout the United States and internationally. In addition to
its Framingham, Mass., headquarters, Integrated Genetics operates laboratories
and client service centers in ten locations in the United States.
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Genzyme's news releases are available through PR Newswire's fax-on-demand
service at 1-800-758-5804, 1ext. 104284, and on the Internet's World Wide Web at
http://www,prnewswire.com.
