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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3 )
NEOZYME II CORPORATION AND GENZYME CORPORATION
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(NAME OF ISSUER)
NEOZYME II CORPORATION, GENZYME CORPORATION AND NEOZYME II ACQUISITION CORP.
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(NAME OF PERSON(S) FILING STATEMENT)
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 OF A SHARE OF TISSUE
REPAIR DIVISION COMMON STOCK, $.01 PAR VALUE, OF GENZYME CORPORATION
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(TITLE OF CLASS OF SECURITIES)
G6420H146
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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PETER WIRTH, ESQ. STEVEN D. SINGER, ESQ. MAUREEN P. MANNING, ESQ.
EXECUTIVE VICE PRESIDENT AND HALE AND DORR PALMER & DODGE LLP
CHIEF LEGAL COUNSEL 60 STATE STREET ONE BEACON STREET
GENZYME CORPORATION BOSTON, MA 02109 BOSTON, MA 02108
ONE KENDALL SQUARE (617) 526-6000 (617) 573-0100
CAMBRIDGE, MA 02139
(617) 252-7500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
This statement filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. / /
CALCULATION OF FILING FEE
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Transaction Valuation1: $108,675,000 Amount of Filing Fee: $21,735
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/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 Filing party: Neozyme II Acquisition Corp. and Genzyme
Corporation
Form or registration no.: Schedule 14D-1 Date filed: September 27, 1996
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This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule
13E-3 ("Amendment") relates to the offer by Neozyme II Acquisition Corp. (the
"Purchaser"), a British Virgin Islands ("BVI") international business company
and a wholly-owned subsidiary of Genzyme Corporation ("Genzyme"), a
Massachusetts corporation, to purchase all of the outstanding units ("the
Units"), each consisting of one share of Callable Common Stock, par value $1.00
per share, of Neozyme II Corporation (the "Company"), a BVI international
business company, and one Callable Warrant to purchase two shares of General
Division common stock, par value $.01 per share, and 0.135 share of Tissue
Repair Division common stock, par value $.01 per share, of Genzyme 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 (the "Letter of Transmittal," which, together with the Offer to
Purchase, as each may be amended or supplemented, constitute the "Offer"). The
Offer to Purchase and Letter of Transmittal were filed as Exhibits (d)(1) and
(d)(2), respectively, to the Rule 13e-3 Transaction Statement on Schedule 13E-3
originally filed by the Company, Genzyme and the Purchaser on September 27,
1996.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 10 is hereby amended by adding the following:
On November 12, 1996, the sole director of the Purchaser approved a plan of
merger pursuant to which the Company will be merged with and into the Purchaser
(the "Merger"). The Merger is expected to become effective as soon as
practicable upon the expiration of the 20 day period commencing with the mailing
of the Notice to Shareholders of Neozyme II dated November 12, 1996, but in no
event later than December 31, 1996. Pursuant to Section 77 of the BVI
International Business Companies Ordinance, 1984, the Board of Directors of the
Purchaser, as the holder of at least 90% of the outstanding shares of the
Company, may effect the Merger without any action by the other shareholders of
the Company.
ITEM 16. ADDITIONAL INFORMATION
The information contained in the Notice to Shareholders of Neozyme II
Corporation dated November 12, 1996, filed as Exhibit (d)(12) hereto, is
incorporated by reference.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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(a) -- Not applicable.
(b)(1) -- Report of Robertson, Stephens & Company LLC.*
(b)(2) -- Opinion of Robertson, Stephens & Company LLC. Set forth in Annex II to the Offer
to Purchase dated September 27, 1996 filed as Exhibit (a)(1) to the Schedule 14D-1
filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27,
1996 and incorporated herein by reference.
(b)(3) -- Report of Hambrecht and Quist LLC.*
(b)(4) -- Opinion of Hambrecht and Quist LLC.*
(c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among Genzyme
Corporation, Neozyme II Acquisition Corp. and Neozyme II Corporation. Filed as
Exhibit A to Amendment No. 2 to the Schedule 13D filed by Genzyme Corporation on
September 24, 1996 and incorporated herein by reference.
(c)(2) -- Technology License Agreement dated April 28, 1992 between Genzyme Corporation and
Neozyme II Corporation. Filed as Exhibit 28.7 to the Genzyme Corporation Quarterly
Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein
by reference.
(c)(3) -- Research and Development Agreement dated as of April 28, 1992 between Genzyme
Corporation and Neozyme II Corporation. Filed as Exhibit 28.8 to the Genzyme
Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and
incorporated herein by reference.
(c)(4) -- Purchase Option Agreement dated April 28, 1992 between Genzyme Corporation and
certain other parties named therein. Filed as Exhibit 28.9 to the Genzyme
Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and
incorporated herein by reference.
(c)(5) -- Administrative Agreement dated April 28, 1992 between Genzyme Corporation and
Neozyme II Corporation. Filed as Exhibit 28.10 to the Genzyme Corporation
Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and
incorporated herein by reference.
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(c)(6) -- Series 1992 Note of Neozyme II Corporation dated April 28, 1992. Filed as Exhibit
28.11 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter
ended March 31, 1992 and incorporated herein by reference.
(c)(7) -- Services Agreement dated April 28, 1992 between Genzyme Corporation and Neozyme II
Corporation. Filed as Exhibit 10.5 to the Genzyme Corporation Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated herein by
reference.
(c)(8) -- Amendment No. 1 dated as of August 11, 1993 to Technology License Agreement and
Research and Development Agreement between Neozyme II Corporation and Genzyme
Corporation. Filed as Exhibit 10.42 to the Genzyme Corporation Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated herein by
reference.
(c)(9) -- License and Development Agreement dated as of August 11, 1993 between Genzyme
Corporation and Univax Biologics, Inc. Filed as Exhibit 10.19 to the Form 10-Q of
Univax Biologics, Inc. for the quarter ended September 30, 1993 (File No. 0-19748)
and incorporated herein by reference. Confidential treatment has been granted for
the deleted portions of this Exhibit.
(d)(1) -- Offer to Purchase dated September 27, 1996. Filed as Exhibit (a)(1) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp.
on September 27, 1996 and incorporated herein by reference.
(d)(2) -- Letter of Transmittal. Filed as Exhibit (a)(2) to the Schedule 14D-1 filed by
Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996
and incorporated herein by reference.
(d)(3) -- Notice of Guaranteed Delivery. Filed as Exhibit (a)(3) to the Schedule 14D-1 filed
by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996
and incorporated herein by reference.
(d)(4) -- Letter from Robertson, Stephens & Company L.P. to Brokers, Dealers, Banks, Trust
Companies and Other Nominees. Filed as Exhibit (a)(4) to the Schedule 14D-1 filed
by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996
and incorporated herein by reference.
(d)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees. Filed as Exhibit (a)(5) to the Schedule 14D-1 filed by Genzyme
Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
(d)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9. Filed as Exhibit (a)(6) to the Schedule 14D-1 filed by Genzyme Corporation
and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated
herein by reference.
(d)(7) -- Press Release of Genzyme Corporation dated September 6, 1996. Filed as Exhibit G
to Amendment No. 1 to the Schedule 13D filed by Genzyme Corporation on September
6, 1996 and incorporated herein by reference.
(d)(8) -- Press Release of Genzyme Corporation dated September 23, 1996. Filed as Exhibit B
to Amendment No. 2 to the Schedule 13D filed by Genzyme Corporation on September
24, 1996 and incorporated herein by reference.
(d)(9) -- Summary Advertisement dated September 27, 1996. Filed as Exhibit (a)(10) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp.
on September 27, 1996 and incorporated herein by reference.
(d)(10) -- Press Release of Genzyme Corporation dated September 27, 1996. Filed as Exhibit
(a)(9) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisiton Corp. on September 27, 1996 and incorporated herein by reference.
(d)(11) -- Press Release of Genzyme Corporation dated October 29, 1996. Filed as Exhibit
(a)(11) to Amendment No. 2 to Schedule 14D-1 filed by Genzyme Corporation and
Neozyme II Acquisition Corp. on October 29, 1996 and incorporated herein by
reference.
(d)(12) -- Notice to Shareholders of Neozyme II Corporation dated November 12, 1996.
Filed herewith.
(e) -- Description of appraisal rights and procedures. Set forth in Annex III to the
Offer to Purchase filed as Exhibit (a)(1) to the Schedule 14D-1 filed by Genzyme
Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
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(f) -- Not applicable.
(g)(1) -- Audited financial statements (and related notes) for Neozyme II Corporation as of
December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and 1995,
and unaudited financial statements (and related notes) for Neozyme II Corporation
as of June 30, 1996 and for the six months ended June 30, 1995 and 1996.*
(g)(2) -- Audited financial statements (and related notes) for Genzyme Corporation, Genzyme
General Division and Genzyme Tissue Repair Division as of December 31, 1994 and
1995 and for the years ended December 31, 1993, 1994 and 1995, and unaudited
financial statements (and related notes) for Genzyme Corporation, Genzyme General
Division and Genzyme Tissue Repair Division as of June 30, 1996 and for the six
months ended June 30, 1995 and 1996. Filed as Exhibit (g)(1) to the Schedule 13E-4
filed by Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein
by reference.
(g)(3) -- Pro forma financial statements (and related notes) for Genzyme Corporation and
Genzyme General Division as of June 30, 1996 and for the year ended December 31,
1995 and for the six months ended June 30, 1996. Filed as Exhibit (g)(2) to the
Schedule 13E-4 filed by Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
<FN>
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* Previously filed.
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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.
November 12, 1996 NEOZYME II CORPORATION
By: /s/ PAUL M. EDWARDS
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PAUL M. EDWARDS
President and Treasurer
GENZYME CORPORATION
By: /s/ PETER WIRTH
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PETER WIRTH
Executive Vice President, Legal
Affairs
and Chief Legal Counsel
NEOZYME II ACQUISITION CORP.
By: /s/ PETER WIRTH
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PETER WIRTH
Secretary
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
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(b)(1) -- Report of Robertson, Stephens & Company LLC. *
(b)(2) -- Opinion of Robertson, Stephens & Company LLC Set forth in Annex --
II to the Offer to Purchase filed as Exhibit (a)(1) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisition Corp. on September 27, 1996 and incorporated herein
by reference.
(b)(3) -- Report of Hambrecht and Quist LLC. *
(b)(4) -- Opinion of Hambrecht and Quist LLC. *
(c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among --
Genzyme Corporation, Neozyme II Acquisition Corp. and Neozyme II
Corporation. Filed as Exhibit A to Amendment No. 2 to the Schedule
13D filed by Genzyme Corporation on September 24, 1996 and
incorporated herein by reference.
(c)(2) -- Technology License Agreement dated April 28, 1992 between Genzyme --
Corporation and Neozyme II Corporation. Filed as Exhibit 28.7 to
the Genzyme Corporation Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992 and incorporated herein by reference.
(c)(3) -- Research and Development Agreement dated as of April 28, 1992 --
between Genzyme Corporation and Neozyme II Corporation. Filed as
Exhibit 28.8 to the Genzyme Corporation Quarterly Report on Form
10-Q for the quarter ended March 31, 1992 and incorporated herein
by reference.
(c)(4) -- Purchase Option Agreement dated April 28, 1992 between Genzyme --
Corporation and certain other parties named therein. Filed as
Exhibit 28.9 to the Genzyme Corporation Quarterly Report on Form
10-Q for the quarter ended March 31, 1992 and incorporated herein
by reference.
(c)(5) -- Administrative Agreement dated April 28, 1992 between Genzyme --
Corporation and Neozyme II Corporation. Filed as Exhibit 28.10 to
the Genzyme Corporation Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992 and incorporated herein by reference.
(c)(6) -- Series 1992 Note of Neozyme II Corporation dated April 28, 1992. --
Filed as Exhibit 28.11 to the Genzyme Corporation Quarterly Report
on Form 10-Q for the quarter ended March 31, 1992 and incorporated
herein by reference.
(c)(7) -- Services Agreement dated April 28, 1992 between Genzyme --
Corporation and Neozyme II Corporation. Filed as Exhibit 10.5 to
the Genzyme Corporation Annual Report on Form 10-K for the year
ended December 31, 1993 and incorporated herein by reference.
(c)(8) -- Amendment No. 1 dated as of August 11, 1993 to Technology License --
Agreement and Research and Development Agreement between Neozyme
II Corporation and Genzyme Corporation. Filed as Exhibit 10.42 to
the Genzyme Corporation Annual Report on Form 10-K for the year
ended December 31, 1993 and incorporated herein by reference.
(c)(9) -- License and Development Agreement dated as of August 11, 1993 --
between Genzyme Corporation and Univax Biologics, Inc. Filed as
Exhibit 10.19 to the Form 10-Q of Univax Biologics, Inc. for the
quarter ended September 30, 1993 (File No. 0-19748) and
incorporated herein by reference. Confidential treatment has been
granted for the deleted portions of this Exhibit.
(d)(1) -- Offer to Purchase dated September 27, 1996. Filed as Exhibit --
(a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and
Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
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EXHIBIT NO. DESCRIPTION PAGE NO.
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(d)(2) -- Letter of Transmittal. Filed as Exhibit (a)(2) to the Schedule --
14D-1 filed by Genzyme Corporation and Neozyme II Acquisition
Corp. on September 27, 1996 and incorporated herein by
reference.
(d)(3) -- Notice of Guaranteed Delivery. Filed as Exhibit (a)(3) to the --
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisition Corp. on September 27, 1996 and incorporated
herein by reference.
(d)(4) -- Letter from Robertson, Stephens & Company L.P. to Brokers, --
Dealers, Banks, Trust Companies and Other Nominees. Filed as
Exhibit (a)(4) to the Schedule 14D-1 filed by Genzyme Corporation
and Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
(d)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust --
Companies and Other Nominees. Filed as Exhibit (a)(5) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisition Corp. on September 27, 1996 and incorporated
herein by reference.
(d)(6) -- Guidelines for Certification of Taxpayer Identification Number on --
Substitute Form W-9. Filed as Exhibit (a)(6) to the Schedule 14D-1
filed by Genzyme Corporation and Neozyme II Acquisition Corp.
on September 27, 1996 and incorporated herein by reference.
(d)(7) -- Press Release of Genzyme Corporation dated September 6, 1996. --
Filed as Exhibit G to Amendment No. 1 to the Schedule 13D filed by
Genzyme Corporation on September 6, 1996 and incorporated herein
by reference.
(d)(8) -- Press Release of Genzyme Corporation dated September 23, 1996. --
Filed as Exhibit B to Amendment No. 2 to the Schedule 13D filed by
Genzyme Corporation on September 24, 1996 and incorporated herein
by reference.
(d)(9) -- Summary Advertisement dated September 27, 1996. Filed as Exhibit --
(a)(10) to the Schedule 14D-1 filed by Genzyme Corporation and
Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
(d)(10) -- Press Release of Genzyme Corporation dated September 27, 1996. --
Filed as Exhibit (a)(9) to the Schedule 140-1 filed by Genzyme
Corporation and Neozyme II Acquisition Corp. on September 27, 1996
and incorporated herein by reference.
(d)(11) -- Press Release of Genzyme Corporation dated October 29, 1996. Filed
as Exhibit (a)(11) to Amendment No. 2 to Schedule 14D-1 filed by
Genzyme Corporation and Neozyme II Acquisition Corp. on October 29,
1996 and incorporated herein by reference. --
(d)(12) -- Notice to Shareholders of Neozyme II Corporation dated November 9
12, 1996. Filed herewith.
(e) -- Description of appraisal rights and procedures. Set forth in Annex --
III to the Offer to Purchase filed as Exhibit (a)(1) to the
Schedule 14D-1 filed by Genzyme Corporation and Neozyme II
Acquisition Corp. on September 27, 1996 and incorporated herein
by reference.
(g)(1) -- Audited financial statements (and related notes) for Neozyme II *
Corporation as of December 31, 1994 and 1995 and for the years
ended December 31, 1993, 1994 and 1995, and unaudited financial
statements (and related notes) for Neozyme II Corporation as of
June 30, 1996 and for the six months ended June 30, 1995 and
1996.
(g)(2) -- Audited financial statements (and related notes) for Genzyme --
Corporation, Genzyme General Division and Genzyme Tissue Repair
Division as of December 31, 1994 and 1995 and for the years
ended December 31, 1993, 1994 and 1995, and unaudited financial
statements (and related notes) for Genzyme Corporation, Genzyme
General Division and Genzyme Tissue Repair Division as of
June 30, 1996 and for the six months ended June 30, 1995 and
1996. Filed as Exhibit (g)(1) to the Schedule 13E-4 filed by
Neozyme II Acquisition Corp. on September 27, 1996 and
incorporated herein by reference.
(g)(3) -- Pro forma financial statements (and related notes) for Genzyme --
Corporation and Genzyme General Division as of June 30, 1996
and for the year ended December 31, 1995 and for the six months
ended June 30, 1996. Filed as Exhibit (g)(2) to the
Schedule 13E-4 filed by Neozyme II Acquisition Corp. on
September 27, 1996 and incorporated herein by reference.
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* Previously filed.
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EXHIBIT 99.D12
NEOZYME II CORPORATION
TODMAN BUILDING, MAIN STREET, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS
(809) 494-2065
November 12, 1996
NOTICE IS HEREBY GIVEN that, on November 11, 1996, the sole director of
Neozyme II Acquisition Corp. ("Acquisition Corp."), a British Virgin Islands
("BVI") international business company and a wholly-owned subsidiary of Genzyme
Corporation ("Genzyme"), a Massachusetts corporation, approved a plan of merger
pursuant to which Neozyme II Corporation ("Neozyme II"), a BVI international
business company will be merged with and into Acquisition Corp (the "Merger").
Attached hereto as Exhibit A is a copy of the Plan of Merger approved by the
sole director of Acquisition Corp. The Merger will become effective as soon as
practicable, but in no event later than December 31, 1996.
The Merger is the second and final step in the acquisition of Neozyme II by
Genzyme pursuant to a Purchase Agreement dated as of September 20, 1996 (the
"Purchase Agreement") among Genzyme, Acquisition Corp. and Neozyme II, which
was approved by your Board of Directors. The terms of the Purchase Agreement are
summarized in the accompanying Offer to Purchase dated September 27, 1996 (the
"Offer to Purchase"), which was previously sent to all Neozyme shareholders.
In the first step of the acquisition of Neozyme II, Acquisition Corp. made
a tender offer (the "Offer") to purchase all of the outstanding units (the
"Units"), each consisting of one share of Callable Common Stock and one Callable
Warrant to purchase two shares of General Division Common Stock, $.01 par value
per share, and 0.135 share of Tissue Repair Common Stock, $.01 par value per
share, of Genzyme at a price of $45.00 per Unit in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase. The Offer was
completed on October 28, 1996, at which time Acquisition Corp. acquired
2,385,686 Units, or approximately 98.8% of the outstanding Units. All directors
and officers of Neozyme II and of Genzyme tendered all units held by them in the
Offer. On November 8, 1996, Acquisition Corp. filed the appropriate form with
the Securities and Exchange Commission to terminate the registration of the
Units under the Securities Exchange Act of 1934. The Units were delisted from
trading on the Nasdaq National Market on November 11, 1996.
Pursuant to Section 77 of the BVI International Business Companies
Ordinance, 1984, the Board of Directors of Acquisition Corp., as the holder of
at least 90% of the outstanding shares of Neozyme II, may effect the Merger
without any action by the other shareholders of Neozyme II. As a result of the
Merger, all outstanding shares of Callable Common Stock (other than shares held
by Genzyme, Neozyme II, or Acquisition Corp. or their subsidiaries and shares
held by shareholders, if any, who are entitled to and perfect their appraisal
rights under the BVI Law) will be cancelled and converted into the right to
receive a cash payment in the amount of $29.00 per share (the "Merger
Consideration"). Upon consummation of the Merger, all outstanding Callable
Warrants will become exercisable and, beginning on the effective date of the
Merger, will be transferable separately from the right to receive cash for the
shares of Callable Common Stock formerly associated therewith. Since the
Callable Warrants will remain outstanding after the Merger, no consideration
will be paid in the Merger for the Callable Warrants.
UNDER SECTION 83 OF THE BVI LAW, NEOZYME II SHAREHOLDERS HAVE CERTAIN
DISSENTERS' RIGHTS OF APPRAISAL IN CONNECTION WITH THE MERGER. SEE "SPECIAL
FACTORS -- THE PURCHASE AGREEMENT; APPRAISAL RIGHTS" IN THE ACCOMPANYING OFFER
TO PURCHASE. IN ADDITION, THE FULL TEXT OF SECTION 83 OF THE BVI LAW IS SET
FORTH IN ANNEX III ATTACHED TO THE OFFER TO PURCHASE.
Shareholders of Neozyme II should refer to the accompanying Offer to
Purchase for information concerning Neozyme II, Acquisition Corp., Genzyme, the
Offer and the Merger.
Please do not send in your share certificates at the present time. As soon
as practicable following the effectiveness of the Merger. Genzyme shall cause
instructions for surrendering certificates of Callable Common Stock in exchange
for the Merger Consideration to be mailed to all former shareholders of record
of Callable Common Stock.
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EXHIBIT A
PLAN OF MERGER
This Plan of Merger (the "Merger Agreement") is dated as of November 12,
1996, relating to the merger of Neozyme II Acquisition Corp. ("Acquisition
Corp"), a BVI international business company, and Neozyme II Corporation
("Neozyme II"), a BVI international business company.
PRELIMINARY STATEMENT
Acquisition Corp. is the owner of 98.8% of the outstanding shares of
Neozyme II.
The Board of Directors of Acquisition Corp. has determined that it is
advisable for Neozyme II to merge with and into Acquisition Corp. pursuant to
this Merger Agreement.
ARTICLE 1
THE MERGER
SECTION 1.1 THE MERGER
In accordance with the provisions of this Merger Agreement and Section 77
of the BVI International Business Companies Ordinance, 1984 (the "BVI Law"),
Neozyme II shall be merged with and into Acquisition Corp. (the "Merger").
Following the Merger, the separate existence of Neozyme II shall cease, and
Acquisition Corp. shall continue as the surviving corporation (the "Surviving
Corporation").
SECTION 1.2 EFFECTIVENESS
The Merger shall become effective on the filing of Articles of Merger with
the BVI Registrar of Companies, or such later time as specified therein, but in
no event later than December 31, 1996 (the date of the effectiveness of the
Merger being referred to herein as the "Effective Date").
ARTICLE 2
THE SURVIVING CORPORATION
SECTION 2.1 NAME
The name of the Surviving Corporation upon the effectiveness of the Merger
shall be Neozyme II Acquisition Corp.
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SECTION 2.2 MEMORANDUM OF ASSOCIATION; ARTICLES OF ASSOCIATION
The Memorandum of Association and Articles of Association of Acquisition
Corp. as in effect immediately prior to the Merger shall be the Memorandum of
Association and Articles of Association of the Surviving Corporation, without
amendment.
SECTION 2.3 DIRECTORS AND OFFICERS
The directors, committees of directors and officers of Acquisition Corp.
immediately prior to the effectiveness of the Merger shall be the directors,
committees and officers of the Surviving Corporation each to hold office and be
constituted, as appropriate, in accordance with the Articles and Memorandum of
Association of the Surviving Corporation.
ARTICLE 3
MANNER OF CONVERSION OF STOCK
SECTION 3.1 CONVERSION OF ACQUISITION CORP. COMMON STOCK.
(a) Immediately prior to the Effective Date, Acquisition Corp. has
outstanding 100 shares of Common Stock, $0.01 par value per share, which
is its only class of capital shares.
(b) On the Effective Date, each share of Common Stock, $0.01 par value, of
Acquisition Corp. issued and outstanding immediately prior thereto shall, by
virtue of the Merger and without the surrender of stock certificates or any
other action by the holder of such shares or any other person, be converted into
and exchanged for one fully paid and nonassessable share of Common Stock, $1.00
par value, of the Surviving Corporation.
SECTION 3.2 CONVERSION OF NEOZYME II CALLABLE COMMON STOCK
(a) Immediately prior to the Effective Date, Neozyme II has outstanding
2,415,000 shares of Callable Common Stock (the "Shares"), $1.00 par value per
share, which is its only class of capital shares, 2,385,686 of which are held by
Acquisition Corp.
(b) On the Effective Date, by virtue of the Merger and without any action
on the part of Acquisition Corp. and Neozyme II or the holder of any of the
following securities:
(i) Each Share issued and outstanding immediately prior to the
Effective Date (other than Shares to be cancelled pursuant to clause (ii) below
and any Dissenting Shares (as herein defined)) shall be converted into and
become the right to receive an amount in cash per Share equal to $29.00 (the
"Merger Consideration").
(ii) Each Share issued and outstanding immediately prior to the
Effective Date and owned by Genzyme Corporation ("Genzyme"), a Massachusetts
corporation, Acquisition Corp. or Neozyme II or any direct or indirect
subsidiary of such corporations, shall be canceled, and no payment shall be made
with respect thereto.
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(iii) All Dissenting Shares shall be handled in accordance with
Section 3.2(c).
(c) Shares of capital stock of Neozyme II held by a shareholder who has
properly exercised dissenter's rights with respect thereto in accordance with
Section 83 of the BVI Law (collectively, the "Dissenting Shares") shall not be
converted into Merger Consideration. From and after the Effective Date, a
shareholder who has properly exercised such dissenters' rights shall no longer
retain any rights of a shareholder of Neozyme II or the Surviving Corporation,
except those provided under the BVI Law. If after the Effective Date such holder
withdraws or loses his right to demand payment for his Shares, such Shares shall
be treated as if they had been converted as of the Effective Date into the right
to receive the Merger Consideration payable in respect of such Shares pursuant
to Section 3.2(b)(i).
SECTION 3.3 EXCHANGE OF CERTIFICATES
(a) Upon surrender of a Share certificate for cancellation to the Payment
Agent selected by Genzyme, the Payment Agent shall pay to the holder of such
certificate the Merger Consideration multiplied by the number of Shares
represented by such certificate, and the certificate so surrendered shall
forthwith be canceled. Notwithstanding the foregoing, if delivery of the Merger
Consideration is to be made to any person other than the person in whose name
the certificate surrendered is registered, it shall be a condition of such
delivery that the certificate so surrendered shall be properly endorsed or
otherwise in proper form for transfer and that the person requesting such
delivery shall pay any transfer or other taxes required by reason of such
delivery or establish to the satisfaction of Genzyme that such tax has been paid
or is not applicable. Furthermore, neither Genzyme nor any affiliate of Genzyme
shall be liable to a holder of Shares for any Merger Consideration delivered to
a public official pursuant to applicable abandoned property, escheat and similar
laws. After the Effective Date, there shall be no transfers of the Shares on the
stock transfer books of Neozyme II.
(b) Promptly following the date that is six months after the Effective
Date, the Payment Agent shall, upon request by Genzyme, deliver to Genzyme all
cash, certificates and other documents in its possession relating to the
transactions described in this Merger Agreement, and the Payment Agent's duties
shall terminate. Thereafter, each holder of a certificate formerly representing
a Share may surrender such certificate to Genzyme and (subject to applicable
abandoned property, escheat and similar laws) receive in exchange therefor the
Merger Consideration, without any interest thereon but shall have no greater
rights against Genzyme than may be accorded to general creditors of Genzyme
under applicable law.
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