<PAGE>
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
* * * *
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, both 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.
* * * *
[The following is the text of a slide show being presented in meetings with
analysts, potential investors and others.]
SLIDE:
Forward-looking Statements
This presentation contains forward-looking statements, including statements
regarding:
- the consummation of the proposed merger with Biomatrix, the
recapitalization of Genzyme, and the 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,
<PAGE>
- 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.
We have filed more detailed descriptions of these risks and uncertainties in
some of our recent filings with the SEC, including in our Registration Statement
on Form S-4 filed on April 18, 2000, and any amendments thereto, under the
heading "Risk Factors." We encourage you to carefully review these descriptions.
SLIDE:
Genzyme Biosurgery
Bringing Biotechnology To Surgery
[Picture of scalpel.]
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Surgical
MARKETS
Medical
Mechanical Biological
PRODUCTS
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Surgical Pharmaceuticals/ Biotechnology
MARKETS
Medical
Mechanical Biological
PRODUCTS
<PAGE>
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Surgical Pharmaceuticals/Biotechnology
MARKETS
Medical Device
Mechanical Biological
PRODUCTS
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Surgical Pharmaceuticals/Biotechnology
MARKETS
Medical Device Genzyme Surgical Products /
Genzyme Tissue Repair
Biomatrix
Mechanical Biological
PRODUCTS
SLIDE:
Biosurgery: The Convergence of Mechanical and Biological Approaches
[Chart]
Surgical Pharmaceuticals/Biotechnology
MARKETS
Medical Genzyme Biosurgery
Device
Mechanical Biological
PRODUCTS
<PAGE>
SLIDE:
Surgical Products Adoption Curve
[A chart indicating a rise in Market Penetration over a 7 year period]
SLIDE:
Strategic Biosurgery Vision
- Focusing on targeted diseases and call points:
- Build a diversified product portfolio
- Manage the pipeline to balance risk
- Build competence in selling to surgeons
- Leverage Genzyme's global expertise and infrastructure
- Build critical mass
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
share vote)
- 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:
Clear Strategic Focus: Substantial Markets
Major Disease Focus
ORTHOPEDIC DISEASE HEART DISEASE
Osteoarthritis Ischemia
Cartilage Repair 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]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Major Disease Call Point gene therapy/cell therapy/small molecules/device/biomaterials
Focus Focus
Orthopedic Orthopedic
Surgeons
Heart Cardiothoracic
Surgeons
</TABLE>
SLIDE:
Clear Strategic Focus: Strong Infrastructure
[Chart]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Major Disease Call Point gene therapy/cell therapy/small molecules/device/biomaterials
Focus Focus
Orthopedic Orthopedic
Surgeons
Heart Cardiothoracic
Surgeons
Clinical - Regulatory - Manufacturing
</TABLE>
<PAGE>
SLIDE:
Clear Strategic Focus: Break-Through Products
[Chart]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Major Disease Call Point gene therapy/cell therapy/small molecules/devices/biomaterials
Focus Focus
Orthopedic Orthopedic X X
Surgeons
Heart Cardiothoracic X X
Surgeons
Clinical - Regulatory - Manufacturing
</TABLE>
SLIDE:
Clear Strategic Focus: Robust Pipeline
[chart]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Major Disease Call Point gene therapy/cell therapy/small molecules/devices/biomaterials
Focus Focus
Orthopedic Orthopedic X XX X X XX
Surgeons
Heart Cardiothoracic X X XX XX
Surgeons
Clinical - Regulatory - Manufacturing
</TABLE>
SLIDE:
MANAGING RISK
Devices
Current revenue
Low R&D
Moderate growth
Funds sales force
SLIDE:
MANAGING RISK
Devices Biotherapeutics
Current Revenue Future revenues
Low R&D High R&D
Moderate Growth Explosive Growth
Funds sales force
<PAGE>
SLIDE:
MANAGING RISK
Devices Biomaterials Biotherapeutics
Current Revenue Current and future revenue Future revenue
Low R&D Moderate R&D High R&D
Moderate growth High Growth Explosive Growth
Funds sales force
SLIDE:
Genzyme Biosurgery: A Strong Business
- Estimated revenues of $240M in 2000
- 24 major marketed products
- 7 early life cycle products that account for $140M in
revenue
- Target revenue growth of 15-20% in 2001
- Positive operating income in 2001 (before amortization)
- Robust pipeline and global infrastructure
SLIDE:
Bringing Biotechnology to Orthopedics
[Photograph of technician handling syringe]
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
SLIDE:
Bio-Orthopedic Strengths
- The two premier bio-orthopedic products
- $100M in revenue growing 15 - 20% in 2001
- Two direct sales forces in U.S. plus five pharma distribution
partners worldwide
- Expanding high value pipeline
<PAGE>
SLIDE:
Bio-Orthopedic: Synvisc(R)
- Viscosupplementation for Osteoarthritis
- Becoming standard of care
- Osteoarthritis affects approximately 21M Americans*
- Record sales of 99,000 kits in 2Q 2000
- Approximately 3M syringes to date
* Source: Arthritis Foundation
SLIDE:
Synvisc(R) Momentum Accelerates
Revenues Reported by Wyeth-Ayerst
[Line graph showing 1998, 1999 and 2000 revenues]
$60,000,000
$50,000,000 2000/+102%
$40,000,000
$30,000,000 2000/+39% 1999/+28% 1999/+61%
1999/+60% 1999/+27%
$20,000,000
$10,000,000
$0
Q-1 Q-2 Q-3 Q-4
Quarter
SLIDE:
Bio-Orthopedic Product: Carticel(R)
- Autologous cultured chondrocytes (cells) for cartilage repair
- First cell therapy in orthopedics
- Changing paradigm in sports medicine
- Marketed since 1995
- 4,000+ patients treated worldwide
- Excellent performance 85% patient improvement
<PAGE>
SLIDE:
Carticel(R) Treatment
Defect [cartilage image with an arrow pointing]
Biopsy [image of lab researchers at work]
cGMP Cell Processing [image of test tube]
Periosteal Flap [cartilage image with syringe]
SLIDE:
Carticel(R) Revenues
[Bar chart depicting Carticel(R) revenues in past five years]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(in $millions)
16 $15.2
14
12 $11.0
10 $9.1
8
6 $6.6
4
2 $3.1
0 $0.6
1995 1996 1997 1998 1999 1H'2000
</TABLE>
SLIDE:
Bio-Orthopedic Product Pipeline
<TABLE>
<S> <C> <C> <C> <C> <C>
Concept Research Preclinical Development Clinical Development Market
Gene Therapy
---------0A5025/TGF-B/
Bondek ORS
------------------------------Tissue Welding
Carticel II
Sepra(R) ORS
Synvisc(R) Plus
--------------------------------------------------------Hylagel Nuro
Quick Tack
Synvisc(R)
Other joints
----------------------------------------------------------------------------------Synvisc(R)
Carticel(R)
Orthevac(R)
Tevdek(R)
</TABLE>
<PAGE>
SLIDE:
Bringing Biotechnology to Cardiothoracic Surgery
[photograph of medical workers 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
- >$80M in revenue growing 10 - 15%
- Well established brands
- Well respected direct sales force augmented by strong
distribution worldwide
- High value pipeline
SLIDE:
Minimally Invasive Cardiac Surgery
- Total potential market size $350M
- Expanding growth rate
- #3 in beating heart surgery market
- Highly skilled direct surgical salesforce
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>
<S> <C> <C> <C> <C>
Concept Research Preclinical Development Clinical Development Market
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
Adhesions
------------------------------------------------------------------------------------MISCV
Sepra FilmI
Focal Seal-L
</TABLE>
SLIDE:
Gene Therapy for Cardiovascular Disease
[Chart]
Hypoxia Inducible Factor (HIF-1(alpha))
<TABLE>
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
SLIDE:
HIF-1(alpha) Angiography
A [image] VEGF165
B [image] HIF-1(alpha)
C [image] (beta)-gal
SLIDE:
HIF-1(alpha) Clinical Status
- 3Q 1999 Phase I clinical trial for Peripheral Vascular Disease
- 1H 2000 Phase I clinical trial for Ischemic Heart Disease
- Second Phase I clinical trial for CABG approved by FDA; RAC
review in 4Q 2000
SLIDE:
Genzyme Biosurgery: Other Revenues
- General Surgery - Adhesion Prevention
- Plastic Surgery
- Ophthalmic
- Veterinarian
- Other
SLIDE:
Genzyme Biosurgery: A Leader in Adhesion Prevention
New Anti-adhesion Applications
- Hernia repair
- Cardiovascular surgery
- Sinus surgery
- Laparoscopic surgery
- Orthopedics
- Gynecological (infertility)
- Spinal
New Formulations
- Sepra Film(R)
- Sepragel(R)
- Sepramesh(TM)
- Hylagel(R) Nuro
<PAGE>
SLIDE:
A Unique Investment
"We think revenues and earnings growth in the emerging field of
biosurgery will be accelerated in the coming 3 - 5 year period. Winners
are identifiable even now thereby setting the stage for extraordinary
investor returns. Genzyme Biosurgery has emerged quickly as one of the
defining players in this field."
Robin Young
Senior Vice President, Life Sciences
Stephens, Inc.
