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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 3 TO
SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEOZYME II CORPORATION
(NAME OF SUBJECT COMPANY)
NEOZYME II ACQUISITION CORP.
GENZYME CORPORATION
(BIDDERS)
UNITS, EACH CONSISTING OF ONE SHARE OF CALLABLE COMMON STOCK, $1.00 PAR VALUE,
OF NEOZYME II CORPORATION AND ONE CALLABLE WARRANT TO PURCHASE
TWO SHARES OF GENERAL DIVISION COMMON STOCK, $.01 PAR VALUE, AND 0.135 SHARE OF
TISSUE REPAIR DIVISION COMMON STOCK, $.01 PAR VALUE, OF GENZYME CORPORATION
(TITLE OF CLASS OF SECURITIES)
G6420H146
(CUSIP NUMBER OF CLASS OF SECURITIES)
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PETER WIRTH, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL
GENZYME CORPORATION
ONE KENDALL SQUARE
CAMBRIDGE, MA 02139
(617) 252-7500
WITH A COPY TO:
MAUREEN P. MANNING, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02108
(617) 573-0100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDERS)
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CALCULATION OF FILING FEE
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Transaction Valuation*: $108,675,000 Amount of Filing Fee: $21,735
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* For purposes of calculating fee only. This amount is based upon (a) 2,415,000
Units of Neozyme II Corporation (the "Units"), outstanding as of September
27, 1996 and (b) the price offered per Unit ($45.00). The amount of the
filing fee, calculated in accordance with Regulation 240.0-11 under the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the Units to be purchased.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $21,735
Form or Registration No.: Schedule 14D-1
Filing Party: Neozyme II Acquisition Corp.
Genzyme Corporation
Date Filed: September 27, 1996
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This Amendment No. 2 to Tender Offer Statement on Schedule 14D-1
("Amendment") is the final amendment relating to the offer by Neozyme II
Acquisition Corp., a British Virgin Islands ("BVI") international business
company (the "Purchaser") and a wholly-owned subsidiary of Genzyme Corporation,
a Massachusetts corporation ("Genzyme"), to purchase all of the outstanding
units, each consisting of one share of Callable Common Stock, $1.00 par value,
of Neozyme II Corporation, a BVI international business company (the
"Company"), and one Callable Warrant to purchase two shares of General Division
Common Stock, $.01 par value, and 0.135 share of Tissue Repair Division Common
Stock, $.01 par value, of Genzyme (the "Units") at a purchase price of $45.00
per Unit, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
September 27, 1996 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), copies of which were attached as
Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on
Schedule 14D-1 originally filed with the Securities and Exchange Commission on
September 27, 1996. This Amendment is being filed in accordance with
Instructions D and E to Schedule 14D-1.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is hereby amended by adding the following:
The Offer expired at 5:00 p.m., New York City time, on Monday, October
28, 1996. The Purchaser accepted for payment all of the 2,385,561 Units
(including 673,153 Units subject to guarantees of delivery) that were validly
tendered and not properly withdrawn pursuant to the Offer. The number of Units
accepted for payment by the Purchaser pursuant to the Offer equals
approximately 98.8% of the outstanding Units.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase dated September 27, 1996*
(a)(2) -- Letter of Transmittal*
(a)(3) -- Notice of Guaranteed Delivery*
(a)(4) -- Letter from Robertson, Stephens & Company LLC to Brokers, Dealers,
Banks, Trust Companies and Other Nominees*
(a)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees*
(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(7) -- Press Release of Genzyme dated September 6, 1996(1)
(a)(8) -- Press Release of Genzyme dated September 23, 1996(2)
(a)(9) -- Press Release of Genzyme dated September 27, 1996*
(a)(10) -- Summary Advertisement dated September 27, 1996*
(a)(11) -- Press Release of Genzyme dated October 29, 1996
(b) -- Not Applicable
(c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among
Genzyme, the Purchaser and the Company(2)
(c)(2) -- Research and Development Agreement, dated as of April 28, 1992
between Genzyme and the Company(3)
(c)(3) -- Technology License Agreement, dated as of April 28, 1992 between
Genzyme and the Company(3)
(c)(4) -- Purchase Option Agreement, dated April 28, 1992, between Genzyme and
the Underwriters (as therein defined)(3)
(c)(5) -- Services Agreement, dated April 28, 1992, between Genzyme and the
Company(4)
(c)(6) -- Administrative Agreement, dated April 28, 1992, between Genzyme and
the Company(3)
(c)(7) -- Series 1992 Note of the Company dated April 28, 1992(3)
(c)(8) -- Amendment No. 1 dated August 11, 1993 to Technology License
Agreement and Research and Development Agreement between Genzyme and
the Company(4)
(c)(9) -- License and Development Agreement dated as of August 11, 1993
between Genzyme and Univax Biologics, Inc.(5)
(d) -- Not Applicable
(e) -- Not Applicable
(f) -- Not Applicable
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* Previously filed
(1) Incorporated by reference from Amendment No. 1 to Genzyme's statement on
Form 13D relating to the Company, filed with the Securities and Exchange
Commission on September 6, 1996.
(2) Incorporated by reference from Amendment No. 2 to Genzyme's statement on
Form 13D relating to the Company, filed with the Securities and Exchange
Commission on September 24, 1996.
(3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1992 (File No. 0-14680).
(4) Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 0-14680).
(5) Incorporated by reference from the Quarterly Report on Form 10-Q of Univax
(File No. 0-19748) for the quarter ended September 30, 1993. Confidential
treatment has been granted for certain portions of this Exhibit.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
NEOZYME II ACQUISITION CORP.
By: /s/ Peter Wirth
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Peter Wirth
Secretary
GENZYME CORPORATION
By: /s/ Peter Wirth
--------------------------------
Peter Wirth
Executive Vice President, Legal
Affairs and Chief Legal Counsel
Dated: October 29, 1996
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EXHIBIT INDEX
DESCRIPTION
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(a)(1) -- Offer to Purchase dated September 27, 1996*
(a)(2) -- Letter of Transmittal*
(a)(3) -- Notice of Guaranteed Delivery*
(a)(4) -- Letter from Robertson, Stephens & Company LLC to Brokers, Dealers,
Banks, Trust Companies and Other Nominees*
(a)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees*
(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(7) -- Press Release of Genzyme dated September 6, 1996 (1)
(a)(8) -- Press Release of Genzyme dated September 23, 1996 (2)
(a)(9) -- Press Release of Genzyme dated September 27, 1996*
(a)(10) -- Summary Advertisement dated September 27, 1996*
(a)(11) -- Press Release of Genzyme dated October 29, 1996
(b) -- Not Applicable
(c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among
Genzyme, the Purchaser and the Company (2)
(c)(2) -- Research and Development Agreement, dated as of April 28, 1992
between Genzyme and the Company (3)
(c)(3) -- Technology License Agreement, dated as of April 28, 1992 between
Genzyme and the Company (3)
(c)(4) -- Purchase Option Agreement, dated April 28, 1992, between Genzyme and
the Underwriters (as therein defined) (3)
(c)(5) -- Services Agreement, dated April 28, 1992, between Genzyme and the
Company (4)
(c)(6) -- Administrative Agreement, dated April 28, 1992, between Genzyme and
the Company (4)
(c)(7) -- Series 1992 Note of the Company dated April 28, 1992 (3)
(c)(8) -- Amendment No. 1 dated August 11, 1993 to Technology License
Agreement and Research and Development Agreement between Genzyme and
the Company (4)
(c)(9) -- License and Development Agreement dated as of August 11, 1993
between Genzyme and Univax Biologics, Inc. (5)
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* Previously filed
(1) Incorporated by reference from Amendment No. 1 to Genzyme's statement on
Form 13D relating to the Company, filed with the Securities and Exchange
Commission on September 6, 1996.
(2) Incorporated by reference from Amendment No. 2 to Genzyme's statement on
Form 13D relating to the Company, filed with the Securities and Exchange
Commission on September 24, 1996.
(3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1992 (File No. 0-14680).
(4) Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 0-14680).
(5) Incorporated by reference from the Quarterly Report on Form 10-Q of Univax
(File No. 0-19748) for the quarter ended September 30, 1993. Confidential
treatment has been granted for certain portions of this Exhibit.
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Exhibit (a)(11)
For Immediate Release Contact:
October 29, 1996 --------
Marcie Campbell
(617) 252-7570
GENZYME COMPLETES TENDER OFFER FOR NEOZYME II
CAMBRIDGE, Mass. -- Genzyme Corp. announced today that it, through a wholly
owned subsidiary, has completed its tender offer for outstanding units of
Neozyme II Corp. (Nasdaq:NIIUF) for $45 per unit in cash.
Approximately 2,385,561 units or 98.8 percent were tendered and accepted
for payment, including 673,153 units tendered by guarantees of delivery. The
tender offer and withdrawal rights expired Monday, October 28, at 5:00 p.m. EST.
Each Neozyme II unit consists of one share of Neozyme II callable common
stock and one callable warrant to purchase two shares of Genzyme General
Division common stock (Nasdaq:GENZ) and 0.135 share of Genzyme Tissue Repair
Division common stock (Nasdaq:GENZL).
The tender offer was made pursuant to an agreement entered into by Genzyme
and Neozyme II announced on September 23. The agreement provides that following
completion of the tender offer, Genzyme will acquire all of the remaining shares
of Neozyme II callable common stock through a merger of a wholly owned
subsidiary of Genzyme with Neozyme II.
As a result of the merger, Neozyme II unit holders who have not tendered
their units will be entitled to receive $29 in cash for each share of
Neozyme II callable common stock.
(more)
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Neozyme II Tender Offer -- Page 2
The callable warrants included in the untendered units will become
exercisable on the effective date of the merger and remain outstanding after the
merger. The exercise price will be equal to the average closing price of two
shares of Genzyme General Division common stock and 0.135 share of Genzyme
Tissue Repair Division common stock over the twenty trading days prior to the
effective date of the merger. The warrants will expire December 31, 1998.
Neozyme II was formed in 1992 to conduct research, development, and
clinical testing of products for the treatment of cystic fibrosis, under
contract with Genzyme.
One of the world's top five biotechnology companies, Genzyme focuses on
developing innovative products and services for major unmet medical needs. The
company's General Division develops and markets pharmaceuticals, genetic
diagnostic services, and therapeutic, diagnostic, and surgical products. Its
Tissue Repair Division is a leading developer of biological products for the
treatment of cartilage damage, severe burns, chronic skin ulcers, and
neurodegenerative diseases.
# # #
Genzyme's releases are on the World Wide Web at http://www.prnewswire.com. They
are also available from Genzyme's fax-on-demand service at 1-800-436-1443
within the United States or 1-201-521-1080 outside the United States.
