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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 the
transaction described below because it contains important information. The joint
proxy statement/prospectus was filed with the Securities and Exchange Commission
and, along with the documents incorporated by reference into that document, may
be obtained free of charge 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, or you
can access documents on it's 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). Genzyme, Biomatrix, their directors,
certain of their executive officers, and certain of their other employees may be
considered participants in the solicitation of proxies in connection with the
proposed creation of Genzyme Biosurgery. Information concerning these
individuals is contained in the joint proxy statement/prospectus filed with the
Securities and Exchange Commission, which remains subject to completion and
amendment.
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TITLE: Genzyme and Biomatrix Announce Filing of Amended Registration
Statement for Genzyme Biosurgery and Biomatrix Merger
DATE: October 27, 2000
New Division Poised to Become Leader in Large and Growing Bio-Orthopedic and
Cardiothoracic Markets
Genzyme Corp. and Biomatrix, Inc. (NYSE: BXM) announced on October 27, 2000 the
filing of an amendment to Genzyme's registration statement with the Securities
and Exchange Commission (SEC) for the merger of Genzyme and Biomatrix and for
the planned formation of Genzyme Biosurgery, a new Genzyme division.
Genzyme Biosurgery will be formed by combining the businesses of Biomatrix,
Genzyme Tissue Repair and Genzyme Surgical Products. The new division will move
to rapidly penetrate the biosurgery marketplace primarily focused on
orthopedics, cardiovascular disease and other areas where sophisticated
biotechnology products can have a significant impact. The biosurgery field,
expected to grow from $1 billion to the region of $10 to $12 billion in sales
over the next decade, involves the use of sophisticated biomaterials and
biological products to enhance or replace conventional surgical and medical
procedures.
"We are pleased to have filed this amendment to the S-4 and look forward to a
rapid response from the SEC so that we may begin to solicit proxies and close
this transaction before year-end," stated Duke Collier, president of Genzyme
Surgical Products, who will become president of Genzyme Biosurgery. "We remain
committed to this transaction, and are excited about the opportunities it holds
for patients, physicians, employees and, importantly, our shareholders."
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Once the SEC declares the registration statement effective, a joint proxy
statement/prospectus will be mailed, and each company will hold a special
meeting of its shareholders to obtain the required approvals for the creation of
Genzyme Biosurgery. Holders of each of Genzyme Corp.'s four tracking stocks will
be asked to vote to approve a charter amendment creating the Genzyme Biosurgery
stock and eliminating the Genzyme Tissue Repair stock and Genzyme Surgical
Products stock. Biomatrix shareholders must approve the merger with Genzyme.
Genzyme and Biomatrix have extended their merger agreement to provide sufficient
time to complete the proxy solicitation process and hold necessary shareholder
meetings.
Today's filing also incorporates proforma financial information for the proposed
acquisition of GelTex Pharmaceuticals by Genzyme.
About Genzyme Biosurgery
Once established, Genzyme Biosurgery will represent a powerful new enterprise in
the biosurgery field with a portfolio of 24 marketed products, a pipeline of
innovative products, leading technology platforms and scientific team to drive
its R&D programs, and sufficient financial resources to expand its presence in
an exciting and rapidly growing global business.
Genzyme Biosurgery will have approximately 1,300 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
healthcare companies.
Genzyme intends to list Genzyme Biosurgery stock for trading on the Nasdaq
National Market under the symbol GZBX following completion of the merger and
recapitalization.
Genzyme Corporation is a biotechnology company that develops and markets
innovative products and services designed to address significant unmet medical
needs. Genzyme Surgical Products, a division of Genzyme Corp., develops and
markets a portfolio of devices, biomaterials, and biotherapeutics primarily for
the cardiovascular and general surgery markets. Genzyme Tissue Repair, a
division of Genzyme Corp., is a leading developer of biological products for the
treatment of orthopedic injuries such as cartilage damage, and severe burns.
Biomatrix, Inc., headquartered in Ridgefield, New Jersey is an international
biomedical company that develops, manufactures and commercializes elastoviscous
products made from proprietary polymers called hylans, which are derivatives of
the naturally occurring substance, hyaluronan, and are used in a variety of
therapeutic medical applications and in skin care products.
This press release contains forward-looking statements, including statements
concerning the formation of Genzyme Biosurgery and the consummation of the
merger with Biomatrix, the creation of a new publicly traded stock for Genzyme
Biosurgery, the future growth and success of Genzyme Biosurgery and Genzyme
Biosurgery's products, the growth of the biosurgery market and Genzyme
Biosurgery's penetration of that market, the sufficiency of the cash and other
resources of Genzyme Biosurgery, the SEC's willingness to declare the
registration statement relating to the merger effective and the ability of
Genzyme Biosurgery to expand its business. 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
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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
transactions, the operational integration associated with the transactions and
other risks generally associated with transactions of this type.
Please call Genzyme's Corporate Communications department at 1-617-252-7570 for
additional information.
