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Exhibit 99.3
BIOMATRIX, INC.
65 RAILROAD AVENUE
RIDGEFIELD, NEW JERSEY 07657
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INSTRUCTIONS TO ELECTION FORM/LETTER OF TRANSMITTAL
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Dear Biomatrix Stockholder:
We are sending you the enclosed election form/letter of transmittal in
connection with the merger agreement with Genzyme Corporation that would cause
Biomatrix to become a wholly owned subsidiary of Genzyme. In connection with the
merger, the business of Biomatrix will be combined with the businesses of
Genzyme's Tissue Repair and Surgical Products Divisions to form Genzyme
Biosurgery, a new division that Genzyme will create. You should carefully read
the joint proxy statement/prospectus previously sent to you describing the
merger. (If you do not have a copy of the joint proxy statement/prospectus, you
may request one free of charge from Equiserve, Biomatrix' transfer agent, at
(877) 282-1168 or Morrow & Co., Biomatrix' proxy solicitor, at (800) 607-0088.)
As more fully described in that joint proxy statement/prospectus, if the
Biomatrix stockholders adopt the merger agreement and all other merger
conditions are satisfied or waived, your shares of Biomatrix common stock will
be converted into either $37.00 in cash (per share of Biomatrix common stock),
one share (per share of Biomatrix common stock) of a new series of Genzyme
common stock designated as "Genzyme Biosurgery Division Common Stock"--which we
refer to as Biosurgery Stock--and/or a combination of cash and shares of
Biosurgery Stock.
You are on record as holding shares of Biomatrix common stock. You can use
the enclosed form to indicate your preference for which of the following your
Biomatrix common stock will be exchanged (in each instance, subject to proration
and adjustment as described in greater detail in the joint proxy
statement/prospectus):
- a combination of cash and shares of Biosurgery Stock based on a formula
described in the joint proxy statement/prospectus, which we refer to as
the Standard Consideration; and/or
- one share (per share of Biomatrix common stock) of Biosurgery Stock, which
we refer to as the Stock Consideration; and/or
- $37.00 in cash (per share of Biomatrix common stock), which we refer to as
the Cash Consideration.
The enclosed form offers you a choice of electing to receive the Standard
Consideration, the Stock Consideration and/or the Cash Consideration for your
shares of Biomatrix common stock.
You should make an election on the enclosed form. If you elect to receive
the Standard Consideration for your shares of Biomatrix common stock (or if you
fail to make an election), for 28.38% of your shares you will receive $37.00 in
cash per share and for 71.62% of your shares you will receive one share of
Biosurgery Stock per share (subject only to the potential adjustments described
in the last sentence of this paragraph). If you elect to receive all Cash
Consideration, all Stock Consideration or some combination of consideration, you
are less likely to receive what you elect, because the percentage of shares of
Biomatrix common stock that receive cash in the merger will not exceed 28.38%.
For example, as explained in the joint proxy statement/prospectus, if Biomatrix
stockholders, in the aggregate, elect to receive cash for more than 28.38% of
their shares, the cash will be allocated, first, to those shares for which an
election to receive the Standard Consideration was
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made and, second, to those shares for which an election to receive Cash
Consideration was made (which shares will receive a prorated fraction of $37.00
and a corresponding prorated fraction of a share of Biosurgery Stock).
Similarly, if Biomatrix stockholders, in the aggregate, elect to receive stock
for more than 71.62% of their shares, there will be a comparable proration. If
there is a proration, you may not receive the type of consideration specified in
your election. The total amount of cash payable with respect to Biomatrix common
stock, including those who elect to receive the Standard Consideration (or who
fail to make a proper election), is subject to reduction to reflect the number
of shares for which Biomatrix stockholders exercise dissenters' rights and
pursuant to a merger agreement provision designed to preserve the tax-free
nature of the transaction, if necessary.
You may revoke your election made on the enclosed form by following the
instructions included in Part A.2 of the "General Instructions" at the end of
this booklet.
No fractional shares of Biosurgery Stock will be issued in the merger.
Instead, each Biomatrix stockholder that would otherwise be entitled to receive
a fractional share will receive an amount in cash equal to the fraction
multiplied by the per share value of the Biosurgery Stock as determined in good
faith by Genzyme.
For further information, see "THE MERGER AND THE MERGER AGREEMENT--Merger
Consideration for Biomatrix Common Stock" in the joint proxy
statement/prospectus. We urge you to read the entire joint proxy
statement/prospectus, including the annexes, for a more complete understanding
of the transaction.
Each Biomatrix stockholder (other than stockholders who intend to dissent
from the merger and demand fair value for their shares under Delaware law)
should complete the enclosed form and return it along with the stock
certificates, a book entry transfer of shares, or a guarantee of delivery for
the shares covered by this form to the exchange agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY MAIL:
Biomatrix, Inc.
c/o American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
BY FACSIMILE TRANSMISSION (FOR ELIGIBLE INSTITUTIONS ONLY): (718) 234-5001
CONFIRM BY TELEPHONE: (800) 937-5449 ext. 6820 (if calling from beyond the 718
area code)
(718) 921-8200 ext. 6820 (if calling from within the 718
area code)
A completed election form/letter of transmittal must be received by the
exchange agent no later than 5:00 p.m., Boston time, on December 6, 2000 (the
"Election Deadline").
IF THE EXCHANGE AGENT DOES NOT RECEIVE A PROPERLY COMPLETED AND SIGNED
ELECTION FORM/LETTER OF TRANSMITTAL ALONG WITH THE APPLICABLE STOCK
CERTIFICATES, A BOOK ENTRY TRANSFER OF SHARES, OR A GUARANTEE OF DELIVERY FOR
THE SHARES OF BIOMATRIX COMMON STOCK COVERED BY THAT FORM BY THE ELECTION
DEADLINE, THEN THAT STOCKHOLDER WILL BE DEEMED NOT TO HAVE MADE AN ELECTION.
As a courtesy, the exchange agent will attempt to contact any Biomatrix
stockholder who fails to properly comply with these instructions (and who
provides a phone number). However, there is no
Instructions--page 2
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guarantee that any such contact will be made. In any event, the stockholder is
solely responsible for properly completing and timely returning the election
form/letter of transmittal.
Biomatrix stockholders will receive the Standard Consideration for any
shares with respect to which they fail to timely return or properly make an
election.
If the merger is not completed for any reason, the election form will be
void and of no effect. Certificate(s) for shares of Biomatrix common stock
previously delivered to the exchange agent will be promptly returned.
Under Delaware law, Biomatrix stockholders have the right to dissent from
the merger and obtain payment for the fair value of their shares of Biomatrix
common stock in connection with the merger. A full discussion of these
dissenters' rights is included in the joint proxy statement/prospectus. See "THE
MERGER AND THE MERGER AGREEMENT--Appraisal Rights of Biomatrix Stockholders" and
Annex G of the joint proxy statement/prospectus.
Please read carefully the following instructions to the enclosed election
form/letter of transmittal, as well as the instructions on the election
form/letter of transmittal itself. Then complete the information as required and
return the enclosed form, along with all of your Biomatrix stock certificates,
book entry transfer of shares, or guarantee of delivery of shares in the
enclosed envelope to the exchange agent no later than 5:00 p.m., Boston time, on
December 6, 2000 at the address listed above.
Delivery of this form to an address other than as set forth above will not
constitute a valid delivery. You must sign this form where requested.
Instructions--page 3
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INSTRUCTIONS
TO
ELECTION FORM/LETTER OF TRANSMITTAL
STEP 1: IDENTIFY YOUR SHARES AND MAKE YOUR ELECTION
SHARE IDENTIFICATION. You must identify the shares of Biomatrix common
stock that you own. See Section 1 of the enclosed form. In the spaces provided
under the column titled "Name(s) and Address(es) of Registered Holder(s)," print
the name(s) and address(es) of the registered holder(s). In the spaces provided
under the column titled "Certificate Number," insert the stock certificate
number for each stock certificate you hold. If you do not hold stock
certificate(s), please indicate that fact in the "Certificate Number" column. In
the spaces provided under the column titled "Number of Shares Represented By,"
insert the number of shares represented by the corresponding stock
certificate(s) or held in book-entry form. At the bottom of the "Number of
Shares Represented By" column, please insert the total number of shares of
Biomatrix common stock you own.
ELECTION. Choose the consideration you would like to receive.
STANDARD ELECTION. You may choose to make a Standard Election with respect
to some or all of your shares of Biomatrix common stock. This election is a
fixed combination of cash and shares of Biosurgery Stock. Subject to possible
adjustments described below, if you make a Standard Election with respect to
some or all of your shares of Biomatrix common stock, for 28.38% of those shares
you will receive $37.00 in cash per share and for 71.62% of those shares you
will receive one share of Biosurgery Stock per share. To make a Standard
Election, you should insert the total number of Biomatrix shares for which you
wish to receive the Standard Consideration in the space provided under the
column titled "Standard Election."
STOCK ELECTION. You may choose to make a Stock Election with respect to
some or all of your shares of Biomatrix common stock. To make a Stock Election,
you should insert the total number of shares of Biomatrix common stock for which
you wish to receive the Stock Consideration in the space provided under the
column titled "Stock Election."
CASH ELECTION. You may choose to make a Cash Election with respect to some
or all of your shares of Biomatrix common stock. To make a Cash Election, you
should insert the total number of shares of Biomatrix common stock for which you
wish to receive the Cash Consideration in the space provided under the column
titled "Cash Election."
Because the above elections are made on a per-share basis, you may choose to
make a combination of elections with respect to your shares of Biomatrix common
stock. To choose a combination of types of consideration, you should insert the
number of shares of Biomatrix common stock you would like to exchange for the
Standard Consideration in the space provided under the column titled "Standard
Election," insert the number of shares of Biomatrix common stock you would like
to exchange for the Stock Consideration in the space provided under the column
titled "Stock Election," and insert the number of shares of Biomatrix common
stock you would like to exchange for the Cash Consideration in the space
provided under the column titled "Cash Election."
The sum of your elections must equal the total number of shares of Biomatrix
common stock you hold for your election form/letter of transmittal to be
properly completed. If the sum of your elections is less than the total number
of shares of Biomatrix common stock that you hold, any remaining shares will be
treated as shares for which you have made a "Non-Election," as described in the
next paragraph. If the sum of your elections is greater than the total number of
shares of Biomatrix common stock that you hold, your elections will be reduced
to the proper number by the exchange agent on a pro rata basis in accordance
with the allocations specified in your election form/letter of transmittal.
Instructions--page 4
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As a courtesy, the exchange agent will attempt to contact any Biomatrix
stockholder who fails to properly comply with these instructions (and who
provides a phone number). However, there is no guarantee that any such contact
will be made. In any event, the stockholder is solely responsible for properly
completing and timely returning the election form/letter of transmittal.
NON-ELECTION. Any shares for which you fail to make an affirmative election
or for which you fail to properly submit this form will be deemed to have been
an election to receive the Standard Consideration.
PLEASE REVIEW CAREFULLY "THE MERGER AND THE MERGER AGREEMENT--MERGER
CONSIDERATION FOR BIOMATRIX COMMON STOCK" ON PAGES 124 THROUGH 128 OF THE JOINT
PROXY STATEMENT/ PROSPECTUS FOR AN EXPLANATION OF THE CONVERSION OF THE SHARES
OF BIOMATRIX COMMON STOCK. FOR EXAMPLE, AS EXPLAINED IN THE JOINT PROXY
STATEMENT/PROSPECTUS, IF BIOMATRIX STOCKHOLDERS, IN THE AGGREGATE, ELECT TO
RECEIVE CASH FOR MORE THAN 28.38% OF THEIR SHARES, THE CASH WILL BE ALLOCATED,
FIRST, TO THOSE SHARES FOR WHICH AN ELECTION TO RECEIVE THE STANDARD
CONSIDERATION WAS MADE AND, SECOND, TO THOSE SHARES FOR WHICH AN ELECTION TO
RECEIVE CASH CONSIDERATION WAS MADE (WHICH SHARES WILL RECEIVE A PRORATED
FRACTION OF $37.00 AND A CORRESPONDING PRORATED FRACTION OF A SHARE OF
BIOSURGERY STOCK). SIMILARLY, IF BIOMATRIX STOCKHOLDERS, IN THE AGGREGATE, ELECT
TO RECEIVE STOCK FOR MORE THAN 71.62% OF THEIR SHARES, THERE WILL BE A
COMPARABLE PRORATION. IF THERE IS A PRORATION, YOU MAY NOT RECEIVE THE TYPE OF
CONSIDERATION SPECIFIED IN YOUR ELECTION. THE TOTAL AMOUNT OF CASH PAYABLE WITH
RESPECT TO BIOMATRIX COMMON STOCK, INCLUDING THOSE WHO ELECT TO RECEIVE THE
STANDARD CONSIDERATION (OR WHO FAIL TO MAKE AN ELECTION), IS SUBJECT TO
REDUCTION TO REFLECT THE NUMBER OF SHARES FOR WHICH BIOMATRIX STOCKHOLDERS
EXERCISE DISSENTERS' RIGHTS AND PURSUANT TO A MERGER AGREEMENT PROVISION
DESIGNED TO PRESERVE THE TAX-FREE NATURE OF THE TRANSACTION, IF NECESSARY.
STEP 2A: LETTER OF TRANSMITTAL
REGARDLESS OF YOUR ELECTION IN STEP 1, IF YOU ARE A BIOMATRIX STOCKHOLDER
(OTHER THAN A STOCKHOLDER WHO INTENDS TO EXERCISE YOUR DISSENTERS' RIGHTS WITH
RESPECT TO THE MERGER), YOU MUST SEND ALL OF YOUR BIOMATRIX COMMON STOCK
CERTIFICATES, BOOK ENTRY TRANSFER OF SHARES OR GUARANTEE OF DELIVERY OF SHARES
TO THE EXCHANGE AGENT WITH THE ENCLOSED FORM. SEE GENERAL INSTRUCTION D.1. IF
YOU DO NOT HOLD STOCK CERTIFICATES, PLEASE INDICATE THAT FACT IN SECTION 1 OF
THE ENCLOSED FORM AND A BOOK-ENTRY TRANSFER WILL BE MADE FOR YOU.
Please read and sign the letter of transmittal contained in Section 2A of
the enclosed form.
If you have all of the stock certificates representing your shares of
Biomatrix common stock and do not have special payment or delivery instructions
as set forth below, sign the letter of transmittal and go to Step 3. See General
Instruction D.2 regarding the proper form of signatures.
If you have lost any or all of the stock certificates representing your
shares of Biomatrix common stock, in addition to signing the letter of
transmittal and sending it to the exchange agent together with any stock
certificates you do have as described above, you must complete Step 2B with
respect to any certificates you have lost.
If you want the Biosurgery Stock certificates being issued to you pursuant
to the merger agreement to be registered in the name of, and/or you want the
cash being paid to you pursuant to the merger agreement to be payable to,
someone other than the person or entity listed on your Biomatrix stock
certificate, then you must complete and sign the "Special Payment Instructions"
box in Section 2A of the form. If you transferred any of your shares to someone
else after November 2, 2000, you must complete and sign the "Special Payment
Instructions" box. See General Instruction D.7 for information about your
responsibility for transfer taxes if you complete the "Special Payment
Instructions" box.
If you want the Biosurgery Stock certificates or book entry and/or the cash
being issued or paid to you pursuant to the merger to be registered or payable
to you, but sent to someone else, you must complete and sign the "Special
Delivery Instructions" box in Section 2A of the form.
Instructions--page 5
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If you fill out either the "Special Payment Instructions" box or the
"Special Delivery Instructions" box, you must have your signature(s) medallion
guaranteed by an eligible institution. See General Instruction D.4.
If your cash payment is at least $500,000 and you would like it to be sent
to you by wire transfer rather than by check, you must complete and sign the
"Wiring Instructions" box in Section 2A of the form. Please verify your wiring
instructions before completing the "Wiring Instructions" box. If you provide
incorrect wiring instructions, the exchange agent will have the right to send
your money to you by check.
If your Biomatrix stock certificates are not deliverable to the exchange
agent prior to 5:00 p.m., Boston time, on December 6, 2000 (the "Election
Deadline"), a guarantee of delivery may be completed by an eligible institution
and your election will be valid if the stock certificates, together with a copy
of the completed election form/letter of transmittal, are received by the
exchange agent by no later than 12:00 noon, Boston time, on the third trading
day after the Election Deadline.
The exchange agent will issue you a single check and/or a single book entry
representing Biosurgery Stock. If you would prefer to receive a stock
certificate, please check the box in the "Receipt of Certificates" section in
Section 2A of the form. If you request a stock certificate, the exchange agent
will issue a single certificate representing the Biosurgery Stock. However, if
for tax purposes or otherwise you wish to have more than one certificate issued,
please provide explicit instructions to the exchange agent (including the
particular denominations of the certificates).
STEP 2B: CERTIFY IF CERTIFICATE(S) ARE LOST
If you are unable to locate some or all of the stock certificates
representing your shares of Biomatrix common stock, you must complete the
certification in Section 2B of the enclosed form. Your signature must be
notarized.
Please see General Instruction D.2 regarding proper signatures.
STEP 3: COMPLETE SUBSTITUTE FORM W-9
Biomatrix stockholders must complete the Substitute Form W-9 contained in
Section 3 of the enclosed form in order to avoid having 31% of their payment
withheld for federal income tax purposes as set forth in General Instruction D.6
to this form.
Please do the following:
(1) write your name and social security number (or employer identification
number for entities) in Part I of the Substitute Form W-9;
(2) check the box next to "Individual/Sole Proprietor," "Corporation,"
"Partnership" or "Other" (and, of other, write in the type of entity);
and
(3) sign the "Certification" box in Part 2 of the Substitute Form W-9.
If you do not yet have a Taxpayer Identification Number, please check the
box in "Part 2" and sign then "Certification of Payee Awaiting Taxpayer
Identification Number" box at the bottom.
Please see General Instruction D.6 for information on the Form W-9 and
General Instruction D.2 regarding proper signatures.
Instructions--page 6
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GENERAL INSTRUCTIONS
A. SPECIAL CONDITIONS.
1. TIME IN WHICH TO ELECT. To be effective, a completed election
form/letter of transmittal and your Biomatrix common stock certificate(s), a
book entry transfer of shares, or a guarantee of delivery for the shares covered
by the election form/letter of transmittal, must be received by the exchange
agent at the address set forth on page 2 no later than 5:00 p.m., Boston time,
on December 6, 2000 (the "Election Deadline"). If the merger is approved and
thereafter completed, and if the exchange agent has not received a properly
completed election form/letter of transmittal prior to the Election Deadline,
you will receive the Standard Consideration, subject to the potential
adjustments more fully described in "THE MERGER AND THE MERGER AGREEMENT--Merger
Consideration for Biomatrix Common Stock" in the joint proxy
statement/prospectus. See General Instruction C.
2. REVOCATION OF ELECTION. An election may be revoked by the person who
submitted the election form/letter of transmittal to the exchange agent by
written notice to the exchange agent, or by withdrawal of the shares of
Biomatrix common stock deposited by such person with the exchange agent, prior
to the Election Deadline. A holder may submit a new election form at the time it
revokes an earlier election or at any time after revoking an earlier election
but before the Election Deadline. If a new election is not made, the holder will
be deemed not to have made an election, and the exchange agent will retain the
stock certificate(s) tendered with the revoked election until the time the
shares are exchanged for the Standard Consideration upon completion of the
merger. If the merger agreement is terminated, all election forms/letters of
transmittal will automatically be revoked and the stock certificates tendered
will be promptly returned to you.
B. ELECTION PROCEDURES.
A description of the election procedures is contained in the joint proxy
statement/prospectus under "THE MERGER AND THE MERGER AGREEMENT--Procedure for
Filing Elections and Converting Biomatrix Common Stock into Merger
Consideration" and is fully set forth in the merger agreement. All elections are
subject to compliance with those procedures. Before making any election, you
should read carefully, among other matters, the information contained in the
joint proxy statement/ prospectus under "THE MERGER AND THE MERGER
AGREEMENT--Material United States Federal Income Consequences Of The Merger."
As a result of the election procedures, you may receive shares of Biosurgery
Stock and/or cash in amounts that vary from your election in Step 1. You will
not be able to change the number of shares or the amount of cash allocated to
you by the exchange agent pursuant to the election procedures.
C. RECEIPT OF SHARES OR CASH.
Promptly after the effective time of the merger, Genzyme will instruct the
exchange agent to mail certificate(s) or effect a single book entry representing
your shares of Biosurgery Stock and/or cash payments by check to you or as you
otherwise instruct in your election form/letter of transmittal (if you complete
the "Wiring Instructions" in Step 2A of the form and you are to receive at least
$500,000, all of the cash will be sent to you by wire transfer). If you fail to
submit a properly completed election form/letter of transmittal and stock
certificates, a book entry transfer of shares, or a guarantee of delivery for
the shares of Biomatrix common stock covered by the election form/letter of
transmittal by the Election Deadline as set forth above, you will receive the
Standard Consideration, subject to the potential adjustment more fully described
in the joint proxy statement/prospectus, after the certificate(s) representing
such shares of Biomatrix common stock have been submitted.
No fractional shares of Biosurgery Stock will be issued in the merger.
Instead, each Biomatrix stockholder that otherwise would be entitled to receive
a fractional share will receive an amount in cash equal to that fraction
multiplied by the per share value of the Biosurgery Stock as determined in good
faith by Genzyme.
Instructions--page 7
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D. GENERAL.
1. EXECUTION AND DELIVERY. The enclosed election form/letter of transmittal
must be properly filled in, dated, and signed in all applicable places, and must
be delivered (together with all of the other required materials) to the exchange
agent at the address as set forth on page 2. The method of delivery of all
documents is at your option and risk, but if you choose to return your materials
by mail, we suggest you send them by registered mail, return receipt requested,
properly insured, using the enclosed envelope.
2. SIGNATURES. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on your completed form should correspond
exactly with the name(s) as written on the face of the certificate(s) submitted
unless the shares of Biomatrix common stock described on the form have been
assigned by the registered holder(s), in which event the enclosed form should be
signed in exactly the same form as the name of the last transferee indicated on
the transfers attached to or endorsed on the certificates.
If the form is signed by a person or persons other than the registered
holder(s) of the certificates, the certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of the
registered owner(s) appears on the certificates.
If the form or any stock certificate(s) or stock power(s) is signed by a
trustee, executor administrator, guardian, officer of a corporation,
attorney-in-fact, or any other person acting in a representative or fiduciary
capacity, the person signing must give the signing person's full title in such
capacity.
3. NEW CERTIFICATES AND CHECKS IN SAME NAME. If you are receiving any
shares of Biosurgery Stock, the stock certificate(s) representing such shares of
Biosurgery Stock and/or any check(s) in respect of shares of Biomatrix common
stock shall be registered in, or payable to the order of, exactly the same
name(s) that appears on the certificate(s) representing such shares of Biomatrix
common stock submitted with your completed form, unless the "Special Payment
Instructions" box in Step 2A above is completed. No endorsement of
certificate(s) or separate stock power(s) is required.
4. GUARANTEE OF SIGNATURE. No signature guarantee is required on your
completed form if it is signed by the registered holder(s) of the shares of
Biomatrix common stock surrendered under the form, and the shares of Biosurgery
Stock and/or the check are to be issued and/or payable to the record holder(s)
without any change or correction in the name of the record holder(s). In all
other cases, all signatures on the form must be guaranteed. All signatures
required to be guaranteed must be guaranteed by a member firm of a registered
national securities exchange or of the NASD, Inc., or a commercial bank or trust
company in the United States. Public notaries cannot execute acceptable
guarantees of signatures.
5. MISCELLANEOUS. A single check, or wire transfer, and/or stock
certificates or a single book entry representing shares of Biosurgery Stock to
be received will be issued to you unless you have instructed us otherwise in
this form.
All questions with respect to your election form (including, without
limitation, questions relating to the timeliness or effectiveness of revocation
or any election and computations as to any adjustments) will be determined by
the exchange agent, which determination shall be conclusive and binding.
6. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under the
"backup withholding" provisions of U.S. federal income tax law, any payments
made to you pursuant to the merger may be subject to backup withholding of 31%.
To prevent backup withholding, Biomatrix stockholders must complete and sign the
Substitute Form W-9 included in Section 3 of the enclosed form and either (a)
provide your correct taxpayer identification number ("TIN") and certify, under
penalties of perjury, that the TIN provided is correct (or that you are awaiting
a TIN), and that (i) you have not been notified by the IRS that you have been
subjected to backup withholding as a result of failure to report all interest or
dividends or (ii) the IRS has notified you that you are no longer subject
Instructions--page 8
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to backup withholding; or (b) provide an adequate basis for exemption. If the
bottom portion of the Substitute Form W-9 is signed as indicating that you are
awaiting a TIN, the exchange agent will retain 31% of cash payments made to you
during the 60-day period after the date of the Substitute Form W-9. If you
furnish the exchange agent with your TIN within 60 days of the date of the
Substitute Form W-9, the exchange agent will remit those withheld amounts
retained during this 60-day period to you. If, however, you have not provided
the exchange agent with your TIN within this 60-day period, the exchange agent
will remit these previously retained amounts to the IRS as backup withholding.
In general, if you are an individual, the TIN is your social security-number. If
the certificates for Biomatrix common stock are registered in more than one name
or are not in the name of the actual owner, consult the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (copies
of which may be obtained from the exchange agent) for additional guidance on
which number to report. If the exchange agent is not provided with the correct
TIN or an adequate basis for exemption, the holder may be subject to a $50
penalty imposed by the IRS and backup withholding at a rate of 31%. Certain
stockholders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the exchange agent that a foreign individual
qualifies as an exempt recipient, such holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. A form for this statement can be obtained from the
exchange agent.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a TIN if you do not
have one and how to complete the Substitute Form W-9 if stock is held in more
than one name), consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (copies of which may be obtained
from the exchange agent).
Failure to complete the Substitute Form W-9 will not, by itself, cause your
shares of Biomatrix common stock to be deemed invalidly tendered, but may
require the exchange agent to withhold 31% of the amount of any payments made
pursuant to the merger. Backup withholding is not an additional U.S. federal
income tax. Rather the U.S. federal income tax liability of a person subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
7. TRANSFER TAXES. If you completed the "Special Payment Instructions" box
in Section 2A of the enclosed form, you must pay the exchange agent any and all
required transfer or other taxes or must establish that these taxes have been
paid or are not applicable.
Instructions--page 9
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THIS IS NOT A PROXY. PLEASE DO NOT SEND IN THIS FORM WITH YOUR PROXY CARD.
INSTEAD, PLEASE RETURN THE COMPLETED FORM TO AMERICAN STOCK TRANSFER &
TRUST COMPANY, THE EXCHANGE AGENT, IN THE ENCLOSED ENVELOPE.
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ELECTION FORM/LETTER OF TRANSMITTAL
(TO BE COMPLETED BY HOLDERS OF COMMON STOCK OF BIOMATRIX, INC. SEE ACCOMPANYING
INSTRUCTION BOOKLET)
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SECTION 1: IDENTIFY YOUR SHARES AND MAKE YOUR ELECTION
YOUR ELECTION MAY BE ADJUSTED BY THE EXCHANGE AGENT. IF BIOMATRIX STOCKHOLDERS,
IN THE AGGREGATE, ELECT TO RECEIVE CASH FOR MORE THAN 28.38% OF THEIR SHARES,
THE CASH WILL BE ALLOCATED, FIRST, TO THOSE SHARES FOR WHICH AN ELECTION TO
RECEIVE THE STANDARD CONSIDERATION WAS MADE AND, SECOND, TO THOSE SHARES FOR
WHICH AN ELECTION TO RECEIVE CASH CONSIDERATION WAS MADE (WHICH SHARES WILL
RECEIVE A PRORATED FRACTION OF $37.00 AND A CORRESPONDING PRORATED FRACTION OF A
SHARE OF BIOSURGERY STOCK). IF THERE IS A PRORATION, YOU MAY NOT RECEIVE THE
CONSIDERATION SPECIFIED IN YOUR ELECTION. THE TOTAL AMOUNT OF CASH PAYABLE WITH
RESPECT TO BIOMATRIX COMMON STOCK, INCLUDING THOSE WHO ELECT TO RECEIVE THE
STANDARD CONSIDERATION (OR WHO FAIL TO MAKE AN ELECTION), IS SUBJECT TO
REDUCTION TO REFLECT THE NUMBER OF SHARES FOR WHICH BIOMATRIX STOCKHOLDERS
EXERCISE DISSENTERS' RIGHTS AND PURSUANT TO A MERGER AGREEMENT PROVISION
DESIGNED TO PRESERVE THE TAX-FREE NATURE OF THE TRANSACTION, IF NECESSARY.
YOUR ELECTION WILL BE VALID ONLY IF ACCOMPANIED BY YOUR BIOMATRIX STOCK
CERTIFICATE(S), A BOOK ENTRY TRANSFER OF SHARES TO THE EXCHANGE AGENT (CHECK THE
BOX BELOW), OR A GUARANTEE OF DELIVERY (CHECK THE BOX BELOW).
/ / Check here if your shares of Biomatrix common stock are being delivered
pursuant to a notice of guarantee of delivery and complete the following:
Name of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): __________________________________________
/ / Check here if your shares of Biomatrix common stock are being delivered by
book entry transfer to the exchange agent's account and complete the
following:
Name of Electing Institution: ___________________________________________
The Depository Trust Company Account Number: ____________________________
Transaction Code Number: ________________________________________________
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C> <C>
Name(s) and Address(es) of Certificate Number of Shares Standard Stock Cash
Registered Holder(s) Number* Represented By Election Election Election
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Total Shares:
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</TABLE>
*IF YOU DO NOT HOLD BIOMATRIX COMMON STOCK CERTIFICATES, PLEASE INDICATE AND A
BOOK-ENTRY TRANSFER WILL BE MADE FOR YOU.
<PAGE>
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SECTION 2A: LETTER OF TRANSMITTAL
American Stock Transfer & Trust Company, Exchange Agent:
In connection with the merger, the undersigned hereby submits the stock
certificate(s) representing the undersigned's shares of Biomatrix, Inc. common
stock to, or hereby transfers ownership of such stock certificate(s) by
book-entry transfer to the account of, American Stock Transfer & Trust Company,
the exchange agent designated by Biomatrix, Inc. ("Biomatrix") and Genzyme
Corporation ("Genzyme"), or its replacement or successor, and instructs the
exchange agent, following the effective time of the merger, to deliver to the
undersigned, in exchange for the undersigned's shares of Biomatrix common stock,
cash and/or shares of Genzyme Biosurgery Division Common Stock ("Biosurgery
Stock") pursuant to the undersigned's election as set forth on the election form
enclosed with this letter of transmittal. The undersigned understands that the
undersigned's election may be adjusted by the exchange agent pursuant to the
terms of the merger agreement.
The undersigned also understands that the undersigned's election will not be
valid if (a) before the stockholder vote is taken on the merger, Biomatrix
receives written notice of the undersigned's intent to demand appraisal of the
undersigned's shares of Biomatrix common stock if the merger takes place and (b)
the undersigned does not vote in favor of the merger and takes other actions as
may be required prior to the effective time of the merger to perfect dissenters'
rights under applicable law.
The undersigned represents and warrants that the undersigned has full power
and authority to surrender the stock certificate(s) surrendered herewith or
transferred in book-entry form, or covered by a guarantee of delivery, free and
clear of all liens, claims, and encumbrances. The undersigned will, upon
request, execute and deliver any additional documents reasonably deemed by the
exchange agent or Genzyme to be appropriate or necessary to complete the sale,
assignment, or transfer of the shares of Biomatrix common stock. All authority
conferred or agreed to be conferred in this letter of transmittal shall be
binding upon the successors, assigns, heirs, executors, administrators, and
legal representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned.
Unless otherwise indicated under "Special Payment Instructions" box below,
please issue any certificate for shares of Biosurgery Stock and/or any check
payable (or wire transfer of funds payable) in exchange for the undersigned's
shares of Biomatrix common stock in the name of the registered holder(s) of such
shares of Biomatrix common stock. Similarly, unless otherwise indicated in the
"Special Delivery Instructions" and/or "Wiring Instructions" boxes, please mail
any certificate for shares of Biosurgery Stock and/or any check payable in
exchange for the undersigned's shares of Biomatrix common stock to the
registered holder(s) of such shares of Biomatrix common stock at the address or
addresses shown below.
REGISTERED BIOMATRIX STOCKHOLDER(S) SIGN HERE
<TABLE>
<S> <C>
------------------------------------------ ------------------------------------------
SIGNATURE OF OWNER(S) SIGNATURE OF OWNER(S)
Print Name: Print Name:
------------------------------------------ ------------------------------------------
SOCIAL SECURITY OR OTHER TAX ID NUMBER SOCIAL SECURITY OR OTHER TAX ID NUMBER
Address: Address:
------------------------------------------ ------------------------------------------
------------------------------------------ ------------------------------------------
Date: Date:
</TABLE>
<PAGE>
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SECTION 2A (CONTINUED): LETTER OF TRANSMITTAL
<TABLE>
SPECIAL PAYMENT INSTRUCTIONS
<S> <C>
(To be completed ONLY if you want the Biosurgery Stock
certificates and/or the cash being issued/ paid to you
pursuant to the merger agreement to be registered/payable to
someone else.
Register my shares of Biosurgery Stock and/or make payment
to the following:
Name:
(Please type or print)
Address:
(include zip code)
</TABLE>
<TABLE>
SPECIAL DELIVERY INSTRUCTIONS
<S> <C>
(To be completed ONLY if you want the Biosurgery Stock
certificates and/or the cash being issued/ paid to you
pursuant to the merger agreement to be registered/payable to
you but sent to someone else.)
Mail or deliver my shares of Biosurgery Stock and/or send
payment to the following:
Name:
(Please type or print)
Address:
(include zip code)
</TABLE>
<TABLE>
WIRING INSTRUCTIONS
<S> <C>
Provided I am to receive at least $500,000 in cash, I would
like to receive all of the cash to be paid to me in
connection with the merger to be sent by wire transfer,
pursuant to the following wiring instructions in lieu of
delivery of a check:
Bank Name:
(Please type or print)
Bank Address:
(include zip code)
ABA #:
Beneficiary:
Account #:
</TABLE>
<PAGE>
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SECTION 2A (CONTINUED): LETTER OF TRANSMITTAL
<TABLE>
SIGNATURE GUARANTEE
<S> <C>
(In the event that the check and/or certificate representing shares of Biosurgery Stock is to be issued
in exactly the name of the record holder(s) of the Biomatrix common stock, no guarantee of the
signature on this election form/letter of transmittal is required.)
If you have filled out either the "Special Payment Instructions" box, the "Special Delivery
Instructions" box or the "Guarantee of Delivery" box, you must have your signature(s) medallion
guaranteed by an eligible institution, i.e., a member firm of a registered national securities
exchange, a member of the NASD, Inc., or a commercial bank or trust company in the United States.
Name of Guarantor:
Signature(s) Guaranteed:
Date:
Apply Signature Medallion:
</TABLE>
<TABLE>
GUARANTEE OF DELIVERY
<S> <C>
The undersigned, a member firm of a registered national securities exchange, a member of the NASD, Inc.,
or a commercial bank or trust company in the United States, hereby guarantees to deliver to the exchange
agent either all of the certificate(s) for Biomatrix common stock to which this election form/ letter of
transmittal relates, or such certificates as are identified below, duly endorsed in blank or otherwise
in form acceptable for transfer, no later than 12:00 noon, Boston time, on the third trading day after
the Election Deadline. If you complete this guarantee of delivery, you will need a signature guarantee
by an eligible institution.
The undersigned acknowledges that it must deliver the shares of Biomatrix common stock covered by this
election form/letter of transmittal to the exchange agent within the time period set forth above and
that failure to do so could result in financial loss to the undersigned.
------------------------------------------- -------------------------------------------
Dated Printed Firm Name
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Certificate Number(s) Authorized Signature
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Number of shares of Biomatrix common stock Address
-------------------------------------------
Telephone number
</TABLE>
<TABLE>
RECEIPT OF CERTIFICATES
<S> <C>
Unless you check the box below, you will receive book-entry shares of Biosurgery Stock.
/ / Check here if you would like certificate(s) for your shares of Biosurgery Stock.
</TABLE>
<PAGE>
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SECTION 2B: CERTIFY IF CERTIFICATE(S) ARE LOST
The certificate(s) representing the following shares of Biomatrix common
stock has/have been lost, stolen, seized, or destroyed, at a time unknown to me:
<TABLE>
<S> <C>
Certificate Number Shares
</TABLE>
(1) hereby certify that: (a) I have made or caused to be made a diligent
search for such stock certificate(s) and have been unable to find or recover
it/them; (b) I have not sold, assigned, pledged, transferred, deposited under
any agreement, or hypothecated the shares of Biomatrix, Inc. common stock
represented by such stock certificate(s), or any interest therein, or assigned
any power of attorney or other authorization respecting the same that is now
outstanding and in force, or otherwise disposed of such stock certificate(s);
and (c) no person, firm, corporation, agency, or government, other than me, has
or has asserted any right, title, claim, equity, or interest in, to, or
respecting such shares of Biomatrix common stock.
(2) Please issue a replacement stock certificate(s). In consideration of
the issuance of a replacement certificate(s), I hereby agree to indemnify and
hold harmless Genzyme Corporation, and any person, firm, or corporation now or
hereafter acting as Genzyme Corporation's transfer agent, exchange agent,
registrar, trustee, depository, redemption, fiscal, or paying agent, or in any
other capacity, and also any successors in any such capacities, and their
respective subsidiaries, affiliates, heirs, successors, and assigns, from and
against any and all liability, loss, damage, and expense in connection with, or
arising out of, their compliance with my request herein.
(3) I also agree, in consideration of compliance with the foregoing
request, to surrender immediately to Genzyme Corporation the lost stock
certificate(s) should it/they hereafter come into my possession or control.
<TABLE>
<S> <C>
Signature Date
Signature Date
Signature Date
</TABLE>
<TABLE>
<S> <C>
STATE OF )
) :ss.
COUNTY OF )
</TABLE>
I, , a Notary Public, do hereby certify that on the day of
20 , personally appeared before me , known to me to be the persons
whose name(s) is/are subscribed to the foregoing instrument, who, being by me
first duly sworn, declared that the statements contained therein are true and
that he/she/they signed said instrument for the purposes, in the capacity, and
for consideration therein expressed.
________________________________________________________________________________
(NOTARY: PLEASE MODIFY IF NECESSARY TO CONFORM TO YOUR STATE LAW OR ATTACH AN
ALTERNATIVE FORM.)
<PAGE>
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SECTION 3: COMPLETE SUBSTITUTE FORM W-9
<TABLE>
<C> <S> <C>
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SUBSTITUTE PART 1--PLEASE ENTER YOUR NAME SOCIAL SECURITY NUMBER
FORM W-9 AND SOCIAL SECURITY NUMBER OR OR
EMPLOYER IDENTIFICATION NUMBER EMPLOYER IDENTIFICATION
NUMBER
------------------------------------------------------------------------
REQUEST FOR TAXPAYER PART 2--CERTIFICATION
IDENTIFICATION NUMBER AND Please check the box below if you have applied for, and are awaiting
CERTIFICATION receipt of, your Taxpayer Identification Number. / /
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
(PLEASE REFER TO THE GUIDELINES Certificate Instructions--You may cross out item (2) in Part 2 above if you
FOR CERTIFICATION OF TAXPAYER have been notified by the IRS that you are subject to backup withholding
IDENTIFICATION NUMBER ON because of underreporting interest or dividends on your tax return.
SUBSTITUTE FORM W-9) However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS stating that you
are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE: DATE:
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PART 3--CERTIFICATION FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States citizen or resident (or I am signing for a foreign
corporation, partnership, estate or trust).
SIGNATURE: DATE:
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PART 4
Individual/Sole Proprietor / / Corporation / /
Partnership / / Other / / (please specify)
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</TABLE>
IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9, YOU MUST SIGN AND
DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification Number has
not been issued to me, and that I mailed or delivered an application to receive
a Taxpayer Identification Number to the appropriate IRS Center or Social
Security Administration Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a Taxpayer
Identification Number to the payer, 31% of all payments made pursuant to the
merger shall be retained until I provide a Taxpayer Identification Number to the
payer and that, if I do not provide my Taxpayer Identification Number within 60
days, such retained amounts shall be remitted to the IRS as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the IRS until I provide a Taxpayer Identification Number.
SIGNATURE: ______________________________ DATE: _____________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU.
