<PAGE>
Filed by Genzyme Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934
Subject Company: Biomatrix, Inc.
Registration File No.: 333-34972
* * * *
Investors are urged to read the joint proxy statement/prospectus relating to
the transaction described below because it contains important information. The
joint proxy statement/prospectus, along with the documents incorporated by
reference into that document, may be obtained free of charge at the
Securities and Exchange Commission's website (www.sec.gov). The joint proxy
statement/prospectus and these other documents may also be obtained for free
from Genzyme or Biomatrix. Requests to Genzyme should be directed to Genzyme
Corporation, One Kendall Square, Building 1400, Cambridge, Massachusetts
02139, Attn: Investor Relations, (617) 252-7500. Requests to Biomatrix should
be directed to Biomatrix, Inc., 65 Railroad Avenue, Ridgefield, New Jersey
07657, Attn: Investor Relations, (201) 945-9550.
* * * *
[The following is the text of a slide show being presented in meetings with
analysts, potential investors and others.]
SLIDE:
genzyme BIOSURGERY
Bringing Biotechnology To Surgery
[Picture of scalpel.]
SLIDE:
Forward-looking Statements
This presentation contains forward-looking statements, including statements
regarding:
- the consummation of the proposed merger with Biomatrix, recapitalization
of Genzyme, and 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,
- 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.
<PAGE>
We have filed more detailed descriptions of these risks and uncertainties in
some of our recent filings with the Securities and Exchange Commission,
including in the joint proxy statement/prospectus relating to the proposed
merger with Biomatrix dated November 3, 2000, under the heading "Risk
Factors." We encourage you to carefully review these descriptions.
SLIDE:
Source of Important Information
Investors are urged to read the joint proxy statement/prospectus dated
November 3, 2000 relating to the foregoing transaction as 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 for free at the
Commission's web site (www.sec.gov). The joint proxy statement/ prospectus
and these other documents may also be obtained for free from Genzyme or
Biomatrix, as the case may be. Requests to Genzyme should be directed to
Genzyme Corporation, One Kendall Square, Building 1400, Cambridge,
Massachusetts 02139, Attn: Investor Relations, (617) 252-7500. Requests to
Biomatrix should be directed to Biomatrix, Inc., 65 Railroad Avenue,
Ridgefield, New Jersey 07657, Attn: Investor Relations, (201) 945-9550.
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Medical Pharmaceuticals/Biotechnology
MARKETS
Surgical Device Genzyme Surgical Products / Genzyme
Tissue Repair
Biomatrix
Mechanical Biological
PRODUCTS
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Medical Pharmaceuticals/Biotechnology
MARKETS
Surgical Genzyme Biosurgery
Device
Mechanical Biological
PRODUCTS
<PAGE>
SLIDE:
Strategic Biosurgery Vision
- Build a focused biosurgery business:
- With a diversified product portfolio
- A strong, risk-balanced pipeline
- Targeted at selected diseases and call points
- Leveraging Genzyme's global infrastructure
- With critical mass in science, product development, manufacturing
and sales
SLIDE:
Creating a New Enterprise: Genzyme Biosurgery
Genzyme Surgical Products (NASD: GZSP) [right arrow]
Genzyme Tissue Repair (NASD:GTZR) [right arrow] GENZYME BIOSURGERY
Proposed Ticker
(NASD:GZBX)
Biomatrix, Inc. (NYSE: BXM) [right arrow]
SLIDE:
Genzyme Biosurgery: Transaction Terms
- Biomatrix shareholders receive
- 47% of GZBX shares for 72% of BXM (1 for 1)
- $245M cash for 28% of BXM (cash pro-rated based on elections)
- Genzyme Tissue Repair shareholders receive
- 27% of GZBX shares (0.3352 for 1)
- Genzyme Surgical Products shareholders
- 26% of GZBX shares (0.6060 for 1)
- Approximately 35 million shares outstanding at closing
SLIDE:
Genzyme Biosurgery Transaction
- Proxy Statement/Prospectus declared effective November 3, 2000
- Proxy mailing November 9, 2000
- Biomatrix shareholder meeting December 7, 2000
- Genzyme shareholder meeting December 15, 2000
<PAGE>
SLIDE:
Clear Strategic Focus: Substantial Markets
Major Disease Focus
ORTHOPEDIC DISEASE
Osteoarthritis
Cartilage Repair
HEART DISEASE
Ischemia
Congestive Heart Failure
SLIDE:
Clear Strategic Focus: Established Call Points
Major Disease Focus Call Point Focus
Orthopedic Orthopedic Surgeons
Heart Cardiothoracic Surgeons
SLIDE:
Clear Strategic Focus: Powerful Science
[Chart]
Major Disease Call Point gene therapy/cell therapy/small molecules/devices/
Focus Focus biomaterials
Orthopedic Orthopedic
Surgeons
Heart Cardiothoracic
Surgeons
SLIDE:
Clear Strategic Focus: Strong Infrastructure
[Chart]
Major Disease Call Point gene therapy/cell therapy/small molecules/devices/
Focus Focus biomaterials
Orthopedic Orthopedic
Surgeons
Heart Cardiothoracic
Surgeons
Clinical - Regulatory - Manufacturing
<PAGE>
SLIDE:
Clear Strategic Focus: Break-Through Products
[Chart]
<TABLE>
<CAPTION>
Major Disease Call Point gene therapy/cell therapy/small molecules/devices/biomaterials
Focus Focus
<S> <C> <C> <C> <C> <C> <C>
Orthopedic Orthopedic X X
Surgeons
Heart Cardiothoracic X X
Surgeons
</TABLE>
Clinical - Regulatory - Manufacturing
SLIDE:
Clear Strategic Focus: Robust Pipeline
[chart]
<TABLE>
<CAPTION>
Major Disease Call Point gene therapy/cell therapy/small molecules/devices/biomaterials
Focus Focus
<S> <C> <C> <C> <C> <C> <C>
Orthopedic Orthopedic X XX X X XX
Surgeons
Heart Cardiothoracic X X XX XX
Surgeons
</TABLE>
Clinical - Regulatory - Manufacturing
SLIDE:
MANAGING RISK: A Solid Foundation
2000E: $100M
Devices
- Current revenue
- Low R&D
- Moderate growth potential
- Supports sales force
SLIDE:
MANAGING RISK: An Exciting Future
2000E: $100M 2000E: $25M
Devices Biotherapeutics
- Current revenue - Future revenues
- Low R&D - High R&D
- Moderate growth potential - Explosive growth
potential
- Supports sales force
<PAGE>
SLIDE:
MANAGING RISK: Bridging the Future
[line] 2000E: $100M [line]
2000E: $100M BIOMATERIALS 2000E: $25M
Devices Biotherapeutics
- Current Revenue - Current and future - Future revenues
revenue
- Low R&D - Moderate R&D - High R&D
- Moderate growth - High growth - Explosive growth
potential potential potential
- Supports sales force
SLIDE:
Genzyme Biosurgery: A Strong Business
- Estimated revenues of $225M-$235M in 2000
- 24 major marketed products
- 7 early life cycle products that account for $135M in
revenue
- Target revenue growth of approximately 15% in 2001
- Break-even on an operating basis in 2001 (before amortization)
- Robust pipeline and global infrastructure
SLIDE:
Bringing Biotechnology to Orthopedics
[Photograph of technician handling syringe and vial]
SLIDE:
"There is a biological revolution taking place in orthopedics, offering
us new tools to complement or replace current mechanical procedures.
Innovative products like Carticel and Synvisc represent the foundation
and promise of powerful new therapies that are transforming and
improving our treatment options and patient outcomes."
Dr. Arnold Scheller, M.D.
New England Baptist Hospital
Team Surgeon, Boston Celtics
<PAGE>
SLIDE:
Bio-Orthopedic Strengths
- The two premier bio-orthopedic products
- Two direct sales forces in U.S. plus five pharma distribution
partners worldwide
- Expanding high value pipeline
SLIDE:
Bio-Orthopedic: Synvisc-Registered Trademark-
- Viscosupplementation for Osteoarthritis (OA)
- American College of Rheumatology recommends Synvisc-Registered
Trademark-as standard of care for treatment of OA of the knee
(9/21/00)
- Osteoarthritis affects approximately 21M Americans*
- U.S. end-user sales > $130M year-to-date 2000
* Source: Arthritis Foundation
SLIDE:
Synvisc-Registered Trademark- Momentum Accelerates
Revenues Reported by Wyeth-Ayerst
[Line graph showing 1998, 1999 and 2000 revenues]
$60,000,000 2000/+44%
$50,000,000 2000/+102%
$40,000,000
$30,000,000 2000/+39% 1999/+28% 1999/+61%
1999/+60% 1999/+27%
$20,000,000
[Line of 1998 revenues]
$10,000,000
$0
Q-1 Q-2 Q-3 Q-4
Quarter
SLIDE:
Bio-Orthopedic Product: Carticel-Registered Trademark-
- Autologous cultured chondrocytes (cells) for cartilage repair
- First cell therapy in orthopedics
- 4,000+ patients treated worldwide
- 85% patient improvement
<PAGE>
SLIDE:
Carticel-Registered Trademark- Treatment
Defect [cartilage image with an arrow pointing to defect]
[Arrow starting from prior image and pointing to next image]
Biopsy
[Arrow starting from prior image and pointing to next image]
[image of lab researchers at work] cGMP Cell Processing
[Arrow starting from prior image and pointing to next image]
[image of test tube] Carticel-Registered Trademark-
[Arrow starting from prior image and pointing to next image]
Periosteal Flap [cartilage image with syringe]
SLIDE:
Carticel-Registered Trademark- Revenues
[Bar chart depicting Carticel-Registered Trademark- revenues in past five years]
(in $millions)
16 $15.2
14
12 $11.0
10 $13.1
8
6 $6.6
4
2 $3.1
0 $0.6
1995 1996 1997 1998 1999 2000-YTD
SLIDE:
Bio-Orthopedic Product Pipeline
<TABLE>
<CAPTION>
Concept Research Preclinical Development Clinical Development Market
<S> <C> <C> <C> <C>
Gene Therapy
---------0A5025/TGF-B/
Bondek ORS
--------------------------Tissue Welding
Carticel II
Sepra-Registered Trademark- ORS
Synvisc-Registered Trademark- Plus
-----------------------------------------------------Hylagel Nuro
Quick Tack
Synvisc-Registered Trademark-:
other joints
---------------------------------------------------------------------Synvisc-Registered Trademark-
Carticel-Registered Trademark-
Orthevac-Registered Trademark-
Tevdek-Registered Trademark-
</TABLE>
<PAGE>
SLIDE:
Focus on Significant Opportunities
- Expanding Synvisc-Registered Trademark- opportunities
- Extending the label
- Other joints
- Other applications
- Realizing the full opportunity of the Carticel-Registered
Trademark- technology
- Adhesion prevention
SLIDE:
Bringing Biotechnology to Cardiothoracic Surgery
[photograph of surgeons performing surgery]
SLIDE:
"Biosurgery is the next logical step in the evolution of surgical
therapies. The future will hold mechanical, cell-based, and gene-based
therapies; and many previously untreatable complicated problems will be
best solved by combinations of these methods."
Dr. Patrick McCarthy, M.D.
Surgical Director,
Kaufman Center for Heart Failure
Program Director, Heart Transplantation,
Cleveland Clinic Foundation
SLIDE:
Cardiothoracic Strengths
- Well established brands
- Well respected direct sales force augmented by strong
distribution worldwide
- High value pipeline
- Attractive partner
SLIDE:
FocalSeal-L Surgical Sealant
- Genzyme Surgical Product sells Focal's surgical sealant in North America
- First labeled indication: air leaks in lung surgery
- $70M North America market opportunity
- Complements biomaterial product portfolio
- Product launch in August 2000
<PAGE>
SLIDE:
Cardiothoracic Product Pipeline
<TABLE>
<CAPTION>
Concept Research Preclinical Development Clinical Development Market
<S> <C> <C> <C> <C>
Surface
Modification
-------------Cell Therapy (Ventricular Aneurysm)
Drug Delivery: -Atrial Fibrillation
-Local, Sustained Anesthetic
Gene Therapy, -CHF, -Restenosis
----------------------------Cell Therapy -
Ventricular Restoration
-----------------------------Gene Therapy -
Angiogenesis
------------------------------------------------------Seprafilm-TM-
Adhesions
-----------------------------------------------------------------------------MISCV
Sepra Film-Registered Trademark-I
Focal Seal-Registered Trademark-L
</TABLE>
SLIDE:
Innovative CV Cell Therapy R&D
- Autologous cell therapy for damaged heart muscle
- Post-MI scarring is initial target
- Collaboration with Richard Weisel, M.D., Toronto General Hospital
- Early preclinical studies show promise
SLIDE:
Gene Therapy for Cardiovascular Disease
[Chart]
Hypoxia Inducible Factor (HIF-1(alpha))
O2 [right arrow] Sensor Heme - O2 [right arrow] O2
Sensor Heme
[down arrow]
HIF-1(alpha)
[arrows pointing to each term listed below]
Anaerobic Angiogenesis Vasodilation Enthropoiesis Other Genes
Metabolism VEGF/VEGF-R Nitric Oxide Synthase EPS
Glycolytic Enzymes
<PAGE>
SLIDE:
HIF-1(alpha) Angiography
A [image from angiogram showing blood vessels] VEGF165
B [image from angiogram showing blood vessels] HIF-1(alpha)
C [image from angiogram showing blood vessels] (beta)-gal
SLIDE:
HIF-1(alpha) Clinical Status
- 3Q 1999 U.S. Phase I clinical trial for Peripheral Vascular Disease
- 2H 2000 U.S. Phase I clinical trial for Coronary Artery Disease (CAD)
- 2001 European CAD trials
SLIDE:
Genzyme Biosurgery: A Leader in Adhesion Prevention
New Anti-Adhesion Applications New Formulations
- Hernia repair - Sepra Film-Registered Trademark-
- Cardiovascular surgery - Sepragel-Registered Trademark-
- Sinus surgery - Sepramesh-TM-
- Laparoscopic surgery - Hylagel-Registered Trademark-Nuro
- Orthopedics
- Gynecological (infertility)
- Spinal
SLIDE:
Genzyme Biosurgery: Other Revenues
- General Surgery - Adhesion Prevention
- Plastic Surgery
- Ophthalmic
- Veterinarian
- Other
<PAGE>
SLIDE:
Creating a Powerful Biotech Business
- A diversified product portfolio, focused primarily in orthopedics
and heart disease
- A robust, risk-adjusted pipeline resting on well-regarded
scientific platforms
- Global expertise and infrastructure
- Strong leadership position in an exciting new market
SLIDE:
Typical Surgical Products Adoption Curve
[A chart indicating a rise in market penetration over a 7 year period.]
