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Filed by Genzyme Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Biomatrix, Inc.
Registration File No.: 333-34972
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Investors are urged to read the joint proxy statement/prospectus relating to
transaction described below because it contains important information. The joint
proxy statement/prospectus was filed with the Securities and Exchange Commission
and may be obtained free of charge, along with other documents filed by Genzyme
and Biomatrix with the commission, both at the commission's Web site
(www.sec.gov) and from Genzyme or Biomatrix. Requests to Genzyme may be directed
to Sally Curley, or you can access documents on the company's Web site. Requests
to Biomatrix should be directed to Anne Marie Fields, or you can access
documents on the company's Web site.
* * * *
[The following is the text of additional and updated slides that comprise a
portion of a slide show being presented in meetings with analysts, potential
investors and others and which was previously filed pursuant to Rule 425 of the
Securities Act with the Securities and Exchange Commission on March 13, April 5,
May 8, May 9, and June 8, 2000.]
SLIDE:
FORWARD-LOOKING STATEMENTS
This presentation contains forward-looking statements, including statements
regarding:
- the consummation of the proposed merger with Biomatrix, the
recapitalization of Genzyme, and the creation of Genzyme Biosurgery
and a new publicly-traded stock,
- the future growth, impact and success of Genzyme Biosurgery, including
expectations concerning revenue, revenue growth and earnings per
share, research and development expenditures and market
capitalization,
- the development and potential market introduction of new products and
new indications for products, and
- the expected allocation of Genzyme Biosurgery common stock and
composition of the merger consideration.
These statements are based upon the current assumptions of our management and
are only expectations of future results. These statements are also subject to
risks and uncertainties, and our actual results may differ significantly from
those that are described in this presentation. These risks and uncertainties
include:
- conditions in the financial markets relevant to the proposed merger
and recapitalization,
- the likelihood of regulatory and other approvals of the transactions,
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- the operational integration and other risks generally associated with
mergers and recapitalizations,
- the results of preclinical and clinical development efforts,
- market acceptance of Genzyme Biosurgery's products and services,
- the availability of third-party reimbursement for Genzyme Biosurgery's
products,
- the ability of Genzyme Biosurgery and/or its partners to successfully
commercialize products,
- the ability of Genzyme Biosurgery to obtain and maintain distribution
arrangements,
- the accuracy of information about the biosurgery market, and
- the competitive environment for the biosurgery market.
We have filed more detailed descriptions of these risks and uncertainties in
some of our recent filings with the SEC, including in our Registration Statement
on Form S-4 filed on April 18, 2000, and any amendments thereto, under the
heading "Risk Factors." We encourage you to carefully review these descriptions.
SLIDE:
GENZYME IS CREATING THE PREMIER COMPANY TO BRING BIOTECHNOLOGY TO SURGERY
SLIDE:
A FOCUSED STRATEGY
<TABLE>
<CAPTION>
GENTE TX CELL TX SMALL BIOMATERIALS DEVICES
MOLECULES
<S> <C> <C> <C> <C> <C> <C>
[right arrow] ORS Carticecl 0A502 Sepra QuickTack
OA Cartilage Synvisc
[right arrow] CTS HIF-1ALPHA CRI Sepra Pleurovac
Ischemia CHF FAS-L FocalSeal-L Tevdeck
OPCAB
SaphLITE
Clinical Regulatory Manufacturing
</TABLE>
SLIDE:
FINANCIAL STRENGTH
- Revenue growth 15-20% in 2001
- Positive cash earnings per share (before amoritization)
- GREATER THAN $75M cash
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- Substantial market capitalization
SLIDE:
A STRONG FOUNDATION FOR GROWTH
- Product diversification
- $100M revenue in established products
- $140M revenue in early life-cycle products
- Pipeline management
- Both "intermediate stage" and cutting-edge product development
- Disease focus
- Broad scientific scope
SLIDE:
SUBSTANTIAL INVESTMENT IN PRODUCT DEVELOPMENT
- R & D Budget: GREATER THAN $45M
- Strong technology platforms:
- Biomaterials
- Gene therapy
- Cell therapy
- Focused on orthopedics and cardiovascular disease
SLIDE:
Bio-Orthopedics
SLIDE:
ORTHOPEDIC DISEASE
- We are focused on the fundamental problems of joint disease
- Osteoarthritis
- Cartilage damage
SLIDE:
BIO-ORTHOPEDIC STRENGTHS
- The two premier bio-orthopedic products
- APPROXMIATELY $100M in revenue growing 15-20% in 2001
- Two direct sales forces plus five pharma distribution partners
worldwide
- Expanding high value pipeline
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SLIDE:
BIO-ORTHOPEDIC PIPELINE FOCUS
- Expanding Synvisc opportunities
- Extending the label
- Other joints
- Other applications
- Realize the full opportunity of Carticel
- Adhesion prevention in joints
SLIDE:
CARDIOTHORACIC
SLIDE:
CARDIOTHORACIC DISEASE
- We are focused on serious cardiothoracic disease
- Ischemia
- Congestive heart failure
SLIDE:
CARDIOTHORACIC STRENGTHS
- GREATER THAN $80M in revenue growing 10-15%
- Well established brands
- Well respected direct sales force augmented by strong distribution
worldwide
- High value pipeline
SLIDE:
CARDIOTHORACIC PIPELINE FOCUS
- Serious Ischemia
- Products for use in CABG surgery
- Gene therapy for angiogenesis
- Gene therapy for restenosis
- Congestive Heart Failure
- Cell therapy for heart muscle repair
- Gene therapy for CHF
- Sophisticated Surgical Biomaterials
SLIDE:
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ADHESION PREVENTION
SLIDE:
GENZYME BIOSURGERY: A LEADER IN ADHESION PREVENTION
New Formulations New Anti-Adhesion Applications
- Sepra Film(R) - Hernia Repair
- Sepragel(R) - Cardiovascular surgery
- Sepramesh(TM) - Sinus Surgery
- Hylagel(R) Nuro - Laparoscopic surgery
- Orthopedics
- Gynecological (infertility)
- Spinal
SLIDE:
CREATING A POWERFUL BIOTECH BUSINESS
- High value PRODUCTS, early in their life cycles
- A high value PIPELINE resting on well-regarded scientific platforms
- EXPERTISE and INFRASTRUCTURE to build a global business
- A UNIQUE and differentiating STRATEGY
