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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. 2 )
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. 2 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:
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.
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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.
(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.
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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.
October 29, 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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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. --
(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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