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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):
JANUARY 31, 1996
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 January 31, 1996, Genzyme Corporation ("Genzyme") announced that
it had made an offer to a special committee of the independent directors of the
general partner of Genzyme Development Partners, L.P. ("GDP") to acquire
substantially all the assets of GDP for approximately $93 million payable in
shares of Genzyme General Division Common Stock. Genzyme hereby incorporates
by reference the contents of its press release dated January 31, 1996, filed as
Exhibit 99.1 to this report.
In addition, on February 14, 1996, Genzyme announced that it had
signed a definitive agreement to acquire Genetrix, Inc. ("Genetrix"), a
privately held genetic testing laboratory based in Phoenix, Arizona, and merge
Genetrix into Genzyme's Integrated Genetics diagnostic services business.
Genzyme hereby incorporates by reference the contents of its press release
dated February 14, 1996, filed as Exhibit 99.2 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: February 22, 1996 GENZYME CORPORATION
By: /s/ David J. McLachlan
--------------------------------
David J. McLachlan
Senior Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Sequential
No. Description Page No.
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99.1 Press release dated January 31, 1996. Filed herewith. 5
99.2 Press release dated February 14, 1996. Filed herewith. 6
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT:
January 31, 1996 Caren Arnstein
617-252-7570
GENZYME OFFERS TO PURCHASE SURGICAL AIDS PARTNERSHIP ASSETS
CAMBRIDGE, Mass. -- Genzyme Corp. announced today that it has made an offer to
a special committee of the independent directors of the general partner of
Genzyme Development Partners, L.P., also known as the Surgical Aids
Partnership, to acquire substantially all the assets of the partnership for
approximately $93 million in shares of Genzyme General Division common stock
(Nasdaq: GENZ).
The offer is made in lieu of Genzyme's existing option to purchase the
outstanding partnership interests for a lump-sum cash payment and certain
future royalty payments.
Following the acquisition, the shares of Genzyme General Division stock
would be distributed to the limited partners of the Surgical Aids Partnership.
The shares would be valued at the average closing price for the 20 trading
days immediately preceding the fifth trading day prior to closing of the
acquisition, provided that the average closing price is at least $60.99 and not
more than $82.51. If the average closing price of the stock during that period
is more than $82.51, 1,127,136 shares would satisfy the purchase price. If the
average closing price is less than $60.99, 1,524,840 shares would satisfy the
purchase price.
The offer is subject to several conditions. The special committee must
approve the offer. The offer must be affirmed by a vote of two-thirds in
interest of the limited partners. The general partner must enter into a
definitive acquisition agreement. And Genzyme must receive satisfactory
assurances from its independent accountants that the acquisition may be
accounted for as a purchase of in-process research and development.
If approved, the acquisition is expected to close by May 31.
Genzyme established the Surgical Aids Partnership in 1989, raising $36.8
million to fund the development of surgical products intended to reduce the
incidence, extent, and severity of postoperative adhesions. Four surgical
products based on hyaluronic acid are in development: Seprafilm [TRADEMARK]
bioresorbable membrane, Sepracoat [TRADEMARK] coating solution, Sepragel
[TRADEMARK] bioresorbable gel, and HAL-S synovial fluid replacement.
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 markets Ceredase [REGISTERED TRADEMARK] and Cerezyme
[REGISTERED TRADEMARK] replacement enzymes for the treatment of Gaucher
disease. It also develops and markets diagnostic products, genetic diagnostic
services, and bulk pharmaceuticals.
* * *
Genzyme's news releases are available on PR Newswire's fax-on-demand service at
1-800-758-5804, ext. 104284, and on the Internet's World Wide Web at
http://www.prnewswire.com.
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EXHIBIT 99.2
<S> <C> <C>
FOR IMMEDIATE RELEASE MEDIA CONTACTS:
February 14, 1996 Cheryl Greenhouse Sheila Shuster
Genzyme Corp. Genetrix
617-252-7570 602-945-4363
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GENZYME TO ACQUIRE GENETRIX FOR STOCK
CAMBRIDGE, Mass. -- Genzyme Corp.'s General Division (Nasdaq: GENZ) announced
today that it has signed a definitive agreement to acquire Genetrix Inc., a
privately held genetic testing laboratory based in Phoenix, and merge it with
Genzyme's Integrated Genetics diagnostic services business.
Under the terms of the agreement, Genetrix shareholders will receive
shares of Genzyme General Division common stock in a tax-free exchange for
their Genetrix common and preferred shares. The number of shares of Genzyme
General Division common stock to be issued will be fixed at approximately
545,000 provided the average closing price of the stock for the 10 trading days
ending two days prior to completing the transaction is not less than $67.28.
The transaction is expected to be completed in March.
"The combination of these genetic testing businesses will create operating
synergies that will result in significant cost savings," said Henri A. Termeer,
Genzyme's chairman and chief executive officer. "As a result of this
acquisition, we will be able to offer a broader range of services over a larger
geographic area, resulting in better service for our customers."
Both Integrated Genetics and Genetrix have a strong clinical presence and
a commitment to excellent customer service. Each entity also brings specific
strengths to the combined organization. Integrated Genetics has strong
capabilities in research and development and prenatal and molecular
diagnostics. Genetrix has a strong presence in the cancer market and
innovative managed care programs.
"The merger will create value for our patients, our clients, our
shareholders, and our employees," said Paul R. Sohmer, M.D., Genetrix's
president and chief executive officer. "Together we will be a unique and
integral player in the delivery of quality and cost-effective health care."
The transaction will be accounted for as a pooling of interests. Genzyme
expects that the additional income brought about by the transaction will exceed
the effects of the newly issued shares. The combined annual genetic testing
revenue will be approximately $75 million.
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 markets Ceredase [REGISTERED TRADEMARK] and Cerezyme
[REGISTERED TRADEMARK] replacement enzymes for the treatment of Gaucher
disease. It also develops and markets surgical and diagnostic products,
genetic diagnostic services and bulk pharmaceuticals.
* * *
Genzyme's releases are on the World Wide Web at http://www.prnewswire.com and
PR Newswire's fax- on-demand service at 1-800-758-5804, ext. 104284.
