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Filed by Genzyme Corporation (Commission File No. 000-14680)
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 Companies: Biomatrix, Inc. (Commission File No. 001-14221) and Genzyme
Corporation's Surgical Products Division and Tissue Repair Division
PRESS RELEASE
FOR IMMEDIATE RELEASE
June 26, 2000
GENZYME CORP. ANNOUNCES APPROVAL OF CHARTER AMENDMENT
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PROVIDES UPDATE ON PROGRESS TOWARD FORMATION OF GENZYME BIOSURGERY
CAMBRIDGE, Mass. -- Genzyme Corp. today announced that shareholders have
approved an amendment to the company's charter modifying certain terms
applicable to its tracking stocks. Specifically, the amendment would benefit
shareholders in the event that a tracking-stock division's assets are sold by
allowing them to receive a distribution that more accurately reflects the net
after-tax proceeds realized by Genzyme.
At a shareholders meeting held on June 20, a majority of shareholders of each of
Genzyme's four tracking stocks voted to approve the charter amendment. This
meeting was a continuation of Genzyme's annual shareholders meeting, which had
been adjourned until June 20 solely for the purpose of finalizing the votes on
the charter amendment proposal.
GENZYME BIOSURGERY MERGER PROGRESS UPDATE
In addition, Genzyme today provided an update on the planned formation of
Genzyme Biosurgery, a new Genzyme division with its own newly created stock.
Genzyme Biosurgery will combine the businesses of Biomatrix (NYSE: BXM), Genzyme
Tissue Repair (Nasdaq: GZTR), and Genzyme Surgical Products (Nasdaq:
GZSP).
The merger will create one of the leading businesses in the rapidly emerging
market for sophisticated biotechnology products, including biomaterials and
biotherapeutics, used to enhance or replace conventional surgical and medical
procedures.
"All of the preparations for this transaction are moving forward," said Duke
Collier, president of Genzyme Surgical Products, who will become president of
Genzyme Biosurgery. "We are making progress on the regulatory front, and our
internal transition team has made great strides toward uniting all aspects of
these three organizations. As we move forward with this process and gain a
deeper understanding of the strengths and synergies of these organizations, our
enthusiasm about the new enterprise we are creating continues to grow."
Genzyme and Biomatrix said that the planned merger has received clearance from
the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements
Act. In addition, the
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companies have received comments on the joint proxy statement/prospectus filed
with the Securities and Exchange Commission. The companies are in the process of
responding to these comments.
After the joint proxy statement/prospectus is mailed, each company will hold a
special meeting of its shareholders to obtain the required approvals for the
merger and recapitalization. These shareholder meetings are now expected to
occur during the third quarter.
The formation of Genzyme Biosurgery will require Biomatrix shareholders to
approve the merger with Genzyme. Shareholders of each of Genzyme's four
divisions, voting together as a single class, must approve a charter amendment
creating Genzyme Biosurgery stock and eliminating the Genzyme Tissue Repair and
Genzyme Surgical Products stocks. In addition, Genzyme Tissue Repair and Genzyme
Surgical Products shareholders each must approve the allocation of each
division's respective assets and property to Genzyme Biosurgery and the exchange
of all outstanding shares of each division's respective stock for shares of
Genzyme Biosurgery stock.
ABOUT GENZYME BIOSURGERY
Biomatrix, Genzyme Tissue Repair, and Genzyme Surgical Products -- the three
organizations that will comprise Genzyme Biosurgery -- had combined 1999
revenues of approximately $212 million. In addition, these three organizations
currently sell a combined total of 24 major products, primarily within the
orthopedic and cardiothoracic markets. Their pipelines include numerous product
candidates in various stages of clinical development that have emerged from
well-established scientific organizations drawing on advanced biomaterials, gene
therapy, cell therapy, and small-molecule technology platforms.
Upon formation, Genzyme Biosurgery will have approximately 1300 employees; six
dedicated manufacturing facilities; global clinical and regulatory capabilities;
an extensive intellectual property portfolio; several established sales
organizations in focused surgical markets in both the United States and Europe;
and marketing and distribution agreements with a number of large, multinational
health care companies.
Genzyme Biosurgery will be composed of Biomatrix, a worldwide leader in the
development and manufacture of viscoelastic biomaterials for use in orthopedic
and other medical applications; Genzyme Tissue Repair, a leading developer of
biological products for the treatment of orthopedic injuries and severe burns;
and Genzyme Surgical Products, which develops and markets mechanical devices,
biomaterials, and biotherapeutics for cardiothoracic and other surgical markets,
and is a leader in developing biomaterials to prevent post-surgical adhesions.
As a division of Genzyme Corp., Genzyme Biosurgery will have its own common
stock intended to reflect its value and track its economic performance.
This press release contains forward-looking statements, including statements
concerning the completion of the formation of Genzyme Biosurgery, the creation
of a new publicly traded stock for Genzyme Biosurgery, the future growth and
success of Genzyme Biosurgery, Genzyme Biosurgery's impact on Genzyme
Corporation's involvement in the bio-orthopedic and cardiothoracic markets, and
the sufficiency of the cash and other resources of Genzyme
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Biosurgery. Actual results may differ materially depending on many factors
including the accuracy of information about the biosurgery market, the
competitive environment for the biosurgery market, market acceptance of
Genzyme Biosurgery's products and services, the enrollment rate for clinical
trials, the ability to successfully complete preclinical and clinical
development of products, the actual safety and efficacy of products, the
timing and content of submissions to and decisions by the FDA and other
regulatory authorities, conditions in the financial markets relevant to the
proposed creation of Genzyme Biosurgery, the likelihood of regulatory and
other approvals of the transaction, including shareholder approvals, the
operational integration associated with the transactions and other risks
generally associated with transactions.
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Investors are also urged to read the joint proxy statement/prospectus relating
to this transaction filed with the Securities and Exchange Commission because it
contains important information. The joint proxy statement/prospectus and other
documents filed by Genzyme and Biomatrix with the commission may be obtained
free of charge 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.
