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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
[The following is the text of slides that were presented at a slide show at the
InformedInvestors.com Third Boston BioPharma Stocks Forum, except for slides
that have been previously filed with the SEC pursuant to Rule 425.]
Slide:
o This presentation contains forward-looking statements, including
statements regarding:
o projected timetables for the preclinical and clinical development
of, initiation and completion of clinical trials for, regulatory
submissions and approvals for, and market introduction of our
products;
o estimates of markets and potential markets for our products and
services;
o sales and marketing plans;
o assessments of competitors and potential competitors;
o estimates of the capacity of manufacturing and other facilities to
support our products;
o ability to obtain reimbursement of our products from third party
payers;
o planned acquisition of Biomatrix and creation of Genzyme Biosurgery
and creation of a new publicly-traded stock;
o the expected allocation of Genzyme Biosurgery common stock and the
composition of merger consideration;
o planned partnering and licensing activities;
o expected future revenues, revenue growth rates, earnings per share,
operations, expenditures and market capitalization; and
o projected cash needs.
o These statements are based upon the 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
due to a number of factors, including:
o our ability to successfully complete preclinical and clinical
development of our products;
o our ability to manufacture sufficient amounts of our products for
development and commercialization activities;
o our ability to obtain timely regulatory approval for products;
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o our ability to obtain and maintain adequate patent and other
proprietary rights protection of our products and services;
o the content and timing of decisions made by the FDA and other
regulatory agencies regarding our products and services;
o the enrollment rate for our clinical trials;
o the accuracy of our estimates of the size and characteristics of the
markets addressed or to be addressed by our products and services;
o market acceptance of our products and services;
o our ability to obtain reimbursement for our products and services
from third party payers;
o our ability to establish and maintain licenses, strategic
collaborations and distribution arrangements;
o the accuracy of our information regarding the products and resources
of our competitors and potential competitors;
o the likelihood that the regulatory and other approvals required to
complete the planned transaction with Biomatrix and to create
Genzyme Biosurgery will be obtained; and
o operational integration, financial market conditions and other risks
generally associated with the proposed acquisition of Biomatrix and
recapitalization.
o We have filed more detailed descriptions of these and other risks and
uncertainties in some of our recent filings with the Securities and
Exchange Commission. We encourage you to carefully review these
descriptions, including those that can be found in Exhibit 99.2 to our
Annual Report on Form 10-K for the year ended December 31, 1999 and in our
Registration Statement on Form S-4 filed on April 18, 2000, and any
amendments thereto, under the heading "Risk Factors."
Slide:
GENZYME TISSUE REPAIR
[picture of bike racer] Growing the Future of
Bio-Orthopedics
Russell H. Hendon
President
Slide:
SOURCE OF IMPORTANT INFORMATION
Investors are urged to read the joint proxy statement/prospectus relating to the
foregoing transaction to be filed with the Securities and Exchange Commission
because it will contain important information. The joint proxy
statement/prospectus and other documents filed by Genzyme and Biomatrix with the
Commission may be obtained, when they become available, for free at the
2
<PAGE>
Commission's web site (www.sec.gov) but not as a slide, but as a legend to this
filing. On April 18, 2000, Genzyme filed a preliminary version of the joint
proxy statement/prospectus that is subject to completion. The joint proxy
statement/prospectus and these other documents may also be obtained 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, or you can access
documents on its web site (www. genzyme.com). Requests to Biomatrix should be
directed to Biomatrix, Inc., 65 Railroad Avenue, Ridgefield, New Jersey 07657,
Attn: Investor Relations, (201) 945-9550, or you can access the documents on its
web site (www.biomatrix.com) but not as a slide, but as a legend to this filing.
Slide:
HIGHLIGHTS
o Nasdaq: GZTR
o 28.5 million shares outstanding
o Two marketed cell therapy products
o Focus on bio-orthopedics and burn care
o 1999 total revenues -- $20.3 million
o Q1 2000 total revenues -- $5.9 million
Slide:
1999-2000 ACCOMPLISHMENTS
o Achieved sixty consecutive year of increased revenue
o Significantly increased gross margin
o Streamlined organization and reduced operating costs
o Obtained strategic license related to Carticell II
o Increased focus on bio-orthopedics with NeuroCell(TM) transfer
Slide:
U.S. SPORTS MEDICINE MARKET
o 1.7 million knee arthroscopies in 1999
o 600,000 ACL injuries
o 650,000 meniscal tears
o 500,000 articular cartilage defects
= 95,000 clinically significant
= 40,000 repeat treatments
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Slide:
CARTILAGE REPAIR TREATMENT ALTERNATIVES
o Debridement and lavage
o Abrasion
o Microfracture
o Osteochondral autografts
o Carticel(R)
Slide:
CARTICEL(R)
o First FDA-approved cell therapy in orthopedics
o Major advance in articular cartilage repair
o Changing paradigm in sports medicine
o ~4,000 patients treated worldwide
o Long-term improvement validated through registry data
Slide:
GROWTH IN CARTICEL(R) REVENUES
[Bar graph]
<TABLE>
<CAPTION>
(in millions) US Europe
<S> <C> <C> <C> <C> <C> <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
$16
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
14 $15.2
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
12
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
10 $11.0
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
8
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
6 $6.5
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
4 $3.1 $4.5
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
2
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
0 $.05
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
1995 1996 1997 1998 1999 Q1'00
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
</TABLE>
Slide:
CARTICEL(R) TREATMENT
[Diagram of knee joint
showing a defect and biopsy] [Diagram of injection of
Carticel into knee joint]
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[down arrow] Periosteal Flap
[up arrow]
[Picture of processing plant] -> [picture of product]
- eGMP Cell Processing - Carticel(R)
Slide:
TRANSITION IN STANDARD OF CARE
o Changing treatment patterns
o Bringing biotechnology to sports medicine
o Establishing treatment algorithm
- Defining appropriate uses for Carticel(R) vs. alternative treatments
o Emerging cartilage repair sub-specialty
Slide:
RESEARCH AND DEVELOPMENT STRATEGY
Support goal of business profitability while protecting early-stage programs
for future growth
o Optimize current product
o In-license low-cost, near-term products
o Leverage technology assets
- partner early-stage programs
- out-license TGF-[BETA]2
Slide:
QUICK TACK(TM)
PERIOSTEAL FIXATION SYSTEM
o Goal
- Reduce surgical time
- Improve surgical consistency [picture of delivery tool]
- Move to less invasive surgery
o Approach
- Resorbable tack
- Delivery tool
Slide:
CARTICEL(R) II
o Preformed cartilage graft [picture]
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o Licensed integral technology April 2000
o Advantages:
- Arthroscopic delivery
- Shorter rehabilitation
- Re-surfacing of larger defects
Slide:
CONSISTENT FOCUS ON PROFITABILITY
o Gross profits up 100% year-over-year
o Continued decrease in cost of goods
- [GREATER THAN] $2 million fixed cost reductions in 2000
o Increase business efficiency
Slide:
NEAR-TERM MILESTONES
o 40-50% revenue growth 1999-2000
o Break-even in 3-4 quarters
o File Quick Tack(TM) 510(k) 1H 2000
o Complete Carticel (R) II proof-of-concept preclinical studies
Slide:
BIO-ORTHOPEDIC STRENGTHS
o The two premier bio-orthopedic products
o [GREATER THAN] $100M in revenue growing 15-20%
o Two direct sales forces plus five pharma distribution partners
worldwide
o Expanding high value pipeline
Slide:
STRATEGY TO IMPLEMENT VISION
o Build a diversified product portfolio for targeted diseases
o Utilize Genzyme's expertise and infrastructure to build a global
business
o Marry these capabilities to a growing competence in selling to surgeons
Slide:
CREATING SHAREHOLDER VALUE
o Critical mass
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- products
- pipeline
- revenue and cash flow
o Enhanced capital structure
o Improved deal flow
Slide:
FOCUS ON HIGH GROWTH MARKETS
o Bio-Orthopedic
- Osteoarthritis
- Cartilage repair
o Bio-Cardiothoracic
- Serious ischemia
- Congestive heart failure
o Adhesions
Slide:
BIO-ORTHOPEDIC PIPELINE FOCUS
o Expanding Synvisc(R) opportunities
- Extending the label
- Other joints
- Other applications
o Realize full opportunity of Carticel(R)
o Adhesion prevention in joints
Slide:
ADHESIVE DISEASE
o A large unmet medical problem [Picture of small bowel adhesion]
o Market potential exceeds $500 million
**********************************
SOURCE OF IMPORTANT INFORMATION
Investors are urged to read the joint proxy statement/prospectus relating to the
foregoing transaction to be filed with the Securities and Exchange Commission
because it will contain important information. The joint proxy
statement/prospectus and other documents filed by Genzyme and Biomatrix with the
Commission may be obtained, when they become available, for free at the
7
<PAGE>
Commission's web site (www.sec.gov) but not as a slide, but as a legend to this
filing. On April 18, 2000, Genzyme filed a preliminary version of the joint
proxy statement/prospectus that is subject to completion. The joint proxy
statement/prospectus and these other documents may also be obtained 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, or you can access
documents on its web site (www. genzyme.com). Requests to Biomatrix should be
directed to Biomatrix, Inc., 65 Railroad Avenue, Ridgefield, New Jersey 07657,
Attn: Investor Relations, (201) 945-9550, or you can access the documents on its
web site (www.biomatrix.com) but not as a slide, but as a legend to this filing.
8
