<PAGE>
EXHIBIT 99.3
THIS IS NOT A PROXY. PLEASE DO NOT SEND IN THIS FORM WITH YOUR PROXY CARD.
INSTEAD, PLEASE RETURN THE COMPLETED FORM TO AMERICAN STOCK TRANSFER & TRUST
COMPANY, THE EXCHANGE AGENT, IN THE ENCLOSED ENVELOPE.
BIOMATRIX, INC.
65 RAILROAD AVENUE
RIDGEFIELD, NEW JERSEY 07657
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ELECTION FORM/LETTER OF TRANSMITTAL
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Dear Biomatrix Stockholder:
We are sending you this election form/letter of transmittal in
connection with the merger agreement with Genzyme Corporation that would cause
Biomatrix to become a wholly owned subsidiary of Genzyme. In connection with the
merger, the business of Biomatrix will be combined with the businesses of
Genzyme's Tissue Repair and Surgical Products Divisions to form Genzyme
Biosurgery, a new division that Genzyme will create. You should carefully read
the accompanying joint proxy statement/prospectus.
As more fully described in the accompanying joint proxy
statement/prospectus, if the Biomatrix stockholders adopt the merger agreement
and all other merger conditions are satisfied or waived, your shares of
Biomatrix common stock will be converted into either $37.00 in cash (per share
of Biomatrix common stock), one share (per share of Biomatrix common stock) of a
new series of Genzyme common stock designated as "Genzyme Biosurgery Division
Common Stock"--which we refer to in this election form/letter of transmittal as
GZBX Stock--and/or a combination of cash and shares of GZBX Stock.
You are on record as holding shares of Biomatrix common stock. You
can use this form to indicate your preference for which of the following your
Biomatrix common stock will be exchanged (in each instance, subject to
proration and adjustment as described in greater detail in the accompanying
joint proxy statement/prospectus):
- a combination of cash and shares of GZBX Stock based on a
formula described in the accompanying joint proxy
statement/prospectus, which we refer to as the Standard
Consideration; and/or
- one share (per share of Biomatrix common stock) of GZBX Stock,
which we refer to as the Stock Consideration; and/or
- $37.00 in cash (per share of Biomatrix common stock), which we
refer to as the Cash Consideration.
This form offers you a choice of electing to receive the Standard
Consideration, the Stock Consideration and/or the Cash Consideration for your
shares of Biomatrix common stock.
You should make an election on this form. If you elect to receive the
Standard Consideration for your shares of Biomatrix common stock (or if you fail
to make an election), for 28.38% of your shares you will receive $37.00 in cash
per share and for 71.62% of your shares you will receive one share of GZBX Stock
per share (subject only to the potential adjustments described in the last
sentence of this paragraph). If you elect to receive all Cash Consideration, all
Stock Consideration or some combination of consideration, you are less likely to
receive what you elect, because the percentage of shares of Biomatrix common
stock that receive cash in the merger will not exceed 28.38%. For example, as
explained in the accompanying joint proxy statement/prospectus, if Biomatrix
stockholders, in the aggregate, elect to receive cash for more than 28.38% of
their shares, the cash will be allocated, first, to those shares for which an
election to receive the Standard Consideration was made and, second, to those
shares for which an election to receive Cash Consideration was made (which
shares will receive a prorated fraction of $37.00 and a corresponding prorated
fraction of a share of GZBX Stock). Similarly, if Biomatrix stockholders, in the
aggregate, elect to receive stock for more than 71.62% of their shares,
<PAGE>
there will be a comparable proration. If there is a proration, you may not
receive the type of consideration specified in your election. The total amount
of cash payable with respect to Biomatrix common stock, including those who
elect to receive the Standard Consideration (or who fail to make an election),
is subject to reduction to reflect the number of shares for which Biomatrix
stockholders exercise dissenters' rights and pursuant to a merger agreement
provision designed to preserve the tax-free nature of the transaction, if
necessary.
You may revoke your election made by this form by following the
instructions included in Part A.2 of the "General Instructions" at the end of
this form.
No fractional shares of GZBX Stock will be issued in the merger.
Instead, each Biomatrix stockholder that would otherwise be entitled to receive
a fractional share will receive an amount in cash equal to the fraction
multiplied by the per share value of the GZBX Stock as determined in good faith
by Genzyme.
For further information, see "THE MERGER AND THE MERGER
AGREEMENT--Merger Consideration for Biomatrix Common Stock" in the accompanying
joint proxy statement/prospectus. We urge you to read the entire joint proxy
statement/prospectus, including the annexes, for a more complete understanding
of the transaction.
2
<PAGE>
Each Biomatrix stockholder (other than stockholders who intend to
dissent from the merger and demand fair value for their shares under Delaware
law) should complete this form and return it along with the stock certificates,
a book entry transfer of shares, or a guarantee of delivery for the shares
covered by this form to:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY MAIL:
Biomatrix, Inc.
c/o American Stock Transfer & Trust Company
40 Wall Street, 46th floor
New York, NY 10005
BY FACSIMILE TRANSMISSION (FOR ELIGIBLE INSTITUTIONS ONLY): (718) 234-5001
CONFIRM BY TELEPHONE: (800) 937-5449 ext. 6820 (if calling from beyond
the 718 area code)
(718) 921-8200 ext. 6820 (if calling from within
the 718 area code)
A completed election form/letter of transmittal must be received by the
exchange agent no later than 5:00 p.m., Boston time, on _______, 2000 (the
"Election Deadline").
IF THE EXCHANGE AGENT DOES NOT RECEIVE A PROPERLY COMPLETED AND SIGNED
ELECTION FORM/LETTER OF TRANSMITTAL ALONG WITH THE APPLICABLE STOCK
CERTIFICATES, A BOOK ENTRY TRANSFER OF SHARES, OR A GUARANTEE OF DELIVERY FOR
THE SHARES OF BIOMATRIX COMMON STOCK COVERED BY THIS FORM BY THE ELECTION
DEADLINE, THEN THAT STOCKHOLDER WILL BE DEEMED NOT TO HAVE MADE AN ELECTION.
As a courtesy, the exchange agent will attempt to contact any Biomatrix
stockholder who fails to properly comply with these instructions (and who
provides a phone number). However, there is no guaranty that any such contact
will be made. In any event, the stockholder is solely responsible for properly
completing and timely returning the election form/letter of transmittal.
Biomatrix stockholders will receive the Standard Consideration for any
shares with respect to which they fail to timely make an election.
If the merger is not completed for any reason, this form will be void
and of no effect. Certificate(s) for shares of Biomatrix common stock previously
delivered to the exchange agent will be promptly returned.
Under Delaware law, Biomatrix stockholders have the right to dissent
from the merger and obtain payment for the fair value of their shares of
Biomatrix common stock in connection with the merger. A full discussion of these
dissenters' rights is included in the accompanying joint proxy
statement/prospectus. See "THE MERGER AND THE MERGER AGREEMENT--Appraisal Rights
of Biomatrix Stockholders" and Annex G of the accompanying joint proxy
statement/prospectus.
Please read carefully the accompanying instructions to the election
form and to the letter of transmittal, as well as the general instructions for
completing the election form/letter of transmittal. Then complete the
information as required and return this form, along with all of your Biomatrix
stock certificates, book entry transfer of shares, or guarantee of delivery of
shares in the enclosed envelope to the exchange agent no later than 5:00 p.m.,
Boston time, on _______, 2000 at the address listed above.
Delivery of this form to an address other than as set forth above will
not constitute a valid delivery. You must sign this form where requested.
3
<PAGE>
INSTRUCTIONS FOR STEP 1
ELECTION FORM
SHARE IDENTIFICATION. You must identify the shares of Biomatrix common
stock that you own. In the spaces provided under the column titled "Name(s) and
Address(es) of Registered Holder(s)," print the name(s) and address(es) of the
registered holder(s). In the spaces provided under the column titled
"Certificate Number," insert the stock certificate number for each stock
certificate you hold. If you do not hold stock certificate(s), please indicate
that fact in the "Certificate Number" column. In the spaces provided under the
column titled "Number of Shares Represented By," insert the number of shares
represented by the corresponding stock certificate(s) or held in book-entry
form. At the bottom of the "Number of Shares Represented By" column, please
insert the total number of shares of Biomatrix common stock you own.
ELECTION. Choose the consideration you would like to receive.
STANDARD ELECTION. You may choose to make a Standard Election with
respect to some or all of your shares of Biomatrix common stock. This election
is a fixed combination of cash and shares of GZBX Stock. Subject to possible
adjustments described below, if you make a Standard Election with respect to
some or all of your shares of Biomatrix common stock, for 28.38% of those shares
you will receive $37.00 in cash per share and for 71.62% of those shares you
will receive one share of GZBX Stock per share. To make a Standard Election, you
should insert the total number of Biomatrix shares for which you wish to receive
the Standard Consideration in the space provided under the column titled
"Standard Election."
STOCK ELECTION. You may choose to make a Stock Election with respect to
some or all of your shares of Biomatrix common stock. To make a Stock Election,
you should insert the total number of shares of Biomatrix common stock for which
you wish to receive the Stock Consideration in the space provided under the
column titled "Stock Election."
CASH ELECTION. You may choose to make a Cash Election with respect to
some or all of your shares of Biomatrix common stock. To make a Cash Election,
you should insert the total number of shares of Biomatrix common stock for which
you wish to receive the Cash Consideration in the space provided under the
column titled "Cash Election."
Because the above elections are made on a per-share basis, you may
choose to make a combination of elections with respect to your shares of
Biomatrix common stock. To choose a combination of types of consideration, you
should insert the number of shares of Biomatrix common stock you would like to
exchange for the Standard Consideration in the space provided under the column
titled "Standard Election," insert the number of shares of Biomatrix common
stock you would like to exchange for the Stock Consideration in the space
provided under the column titled "Stock Election," and insert the number of
shares of Biomatrix common stock you would like to exchange for the Cash
Consideration in the space provided under the column titled "Cash Election."
The sum of your elections must equal the total number of shares of
Biomatrix common stock you hold for your election form/letter of transmittal to
be properly completed. If the sum of your elections is less than the total
number of shares of Biomatrix common stock that you hold, any remaining shares
will be treated as shares for which you have made a "Non-Election," as described
in the next paragraph. If the sum of your elections is greater than the total
number of shares of Biomatrix common stock that you hold, your elections will be
reduced to the proper number by the exchange agent on a pro rata basis in
accordance with the allocations specified in your election form/letter of
transmittal.
As a courtesy, the exchange agent will attempt to contact any Biomatrix
stockholder who fails to properly comply with these instructions (and who
provides a phone number). However, there is no guaranty that any such contact
will be made. In any event, the stockholder is solely responsible for properly
completing and timely returning the election form/letter of transmittal.
4
<PAGE>
NON-ELECTION. Any shares for which you fail to make an affirmative
election or for which you fail to properly submit this form will be deemed to
have been an election to receive the Standard Consideration.
PLEASE REVIEW CAREFULLY "THE MERGER AND THE MERGER AGREEMENT - MERGER
CONSIDERATION FOR BIOMATRIX COMMON STOCK" ON PAGES __ THROUGH __ OF THE
ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS FOR AN EXPLANATION OF THE
CONVERSION OF THE SHARES OF BIOMATRIX COMMON STOCK. FOR EXAMPLE, AS EXPLAINED IN
THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS, IF BIOMATRIX STOCKHOLDERS, IN
THE AGGREGATE, ELECT TO RECEIVE CASH FOR MORE THAN 28.38% OF THEIR SHARES, THE
CASH WILL BE ALLOCATED, FIRST, TO THOSE SHARES FOR WHICH AN ELECTION TO RECEIVE
THE STANDARD CONSIDERATION WAS MADE AND, SECOND, TO THOSE SHARES FOR WHICH AN
ELECTION TO RECEIVE CASH CONSIDERATION WAS MADE (WHICH SHARES WILL RECEIVE A
PRORATED FRACTION OF $37.00 AND A CORRESPONDING PRORATED FRACTION OF A SHARE OF
GZBX STOCK). SIMILARLY, IF BIOMATRIX STOCKHOLDERS, IN THE AGGREGATE, ELECT TO
RECEIVE STOCK FOR MORE THAN 71.62% OF THEIR SHARES, THERE WILL BE A COMPARABLE
PRORATION. IF THERE IS A PRORATION, YOU MAY NOT RECEIVE THE TYPE OF
CONSIDERATION SPECIFIED IN YOUR ELECTION. THE TOTAL AMOUNT OF CASH PAYABLE WITH
RESPECT TO BIOMATRIX COMMON STOCK, INCLUDING THOSE WHO ELECT TO RECEIVE THE
STANDARD CONSIDERATION (OR WHO FAIL TO MAKE AN ELECTION), IS SUBJECT TO
REDUCTION TO REFLECT THE NUMBER OF SHARES FOR WHICH BIOMATRIX STOCKHOLDERS
EXERCISE DISSENTERS' RIGHTS AND PURSUANT TO A MERGER AGREEMENT PROVISION
DESIGNED TO PRESERVE THE TAX-FREE NATURE OF THE TRANSACTION, IF NECESSARY.
Once you have completed Step 1, go to Step 2A
5
<PAGE>
STEP 1
IDENTIFY YOUR SHARES AND MAKE YOUR ELECTION
<TABLE>
<CAPTION>
----------------------------------------- --------------------- --------------------- ------------- --------------- --------------
Number of
Shares
Name(s) and Address(es) of Certificate Represented Standard Stock
Registered Holder(s) Number* By Election Election Cash Election
<S> <C> <C> <C> <C> <C>
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Total Shares:
----------------------------------------- --------------------- --------------------- ------------- --------------- --------------
----------------------------------------------------------------------------------------------------------------------------------
*If you do not hold Biomatrix common stock certificates, please indicate and a
book-entry transfer will be made for you.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YOUR ELECTION MAY BE ADJUSTED BY THE EXCHANGE AGENT. IF BIOMATRIX
STOCKHOLDERS, IN THE AGGREGATE, ELECT TO RECEIVE CASH FOR MORE THAN 28.38% OF
THEIR SHARES, THE CASH WILL BE ALLOCATED, FIRST, TO THOSE SHARES FOR WHICH AN
ELECTION TO RECEIVE THE STANDARD CONSIDERATION WAS MADE AND, SECOND, TO THOSE
SHARES FOR WHICH AN ELECTION TO RECEIVE CASH CONSIDERATION WAS MADE (WHICH
SHARES WILL RECEIVE A PRORATED FRACTION OF $37.00 AND A CORRESPONDING
PRORATED FRACTION OF A SHARE OF GZBX STOCK). IF THERE IS A PRORATION, YOU MAY
NOT RECEIVE THE CONSIDERATION SPECIFIED IN YOUR ELECTION. THE TOTAL AMOUNT OF
CASH PAYABLE WITH RESPECT TO BIOMATRIX COMMON STOCK, INCLUDING THOSE WHO
ELECT TO RECEIVE THE STANDARD CONSIDERATION (OR WHO FAIL TO MAKE AN
ELECTION), IS SUBJECT TO REDUCTION TO REFLECT THE NUMBER OF SHARES FOR WHICH
BIOMATRIX STOCKHOLDERS EXERCISE DISSENTERS' RIGHTS AND PURSUANT TO A MERGER
AGREEMENT PROVISION DESIGNED TO PRESERVE THE TAX-FREE NATURE OF THE
TRANSACTION, IF NECESSARY.
Your election will be valid only if accompanied by your Biomatrix stock
certificate(s), a book entry transfer of shares to the exchange agent (check the
box below), or a guarantee of delivery (check the box below).
[ ] CHECK HERE IF YOUR SHARES OF BIOMATRIX COMMON STOCK ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEE OF DELIVERY AND COMPLETE
THE FOLLOWING;
Name of Registered Holder(s): _________________________________________________
Window Ticket Number (if any):_________________________________________________
[ ] CHECK HERE IF YOUR SHARES OF BIOMATRIX COMMON STOCK ARE BEING
DELIVERED BY BOOK ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AND
COMPLETE THE FOLLOWING:
Name of Electing Institution:__________________________________________________
The Depository Trust Company Account Number:___________________________________
Transaction Code Number:_______________________________________________________
6
<PAGE>
INSTRUCTION FOR STEP 2A
LETTER OF TRANSMITTAL
Regardless of your election in Step 1, if you are a Biomatrix
stockholder (other than a stockholder who intends to exercise your dissenters'
rights with respect to the merger), you must send all of your Biomatrix common
stock certificates, book entry transfer of shares or guarantee of delivery of
shares to the exchange agent with the following letter of transmittal. See
General Instruction D.1. If you do not hold stock certificates, please indicate
that fact on the previous page and a book-entry transfer will be made for you.
Please read and sign the letter of transmittal on the following page.
If you have all of the stock certificates representing your shares of
Biomatrix common stock and do not have special payment or delivery instructions
as set forth below, sign the letter of transmittal and go to Step 3. See General
Instruction D.2. regarding the proper form of signatures.
If you have lost any or all of the stock certificates representing your
shares of Biomatrix common stock, in addition to signing the letter of
transmittal and sending it to the exchange agent together with any stock
certificates you do have as described above, you must complete Step 2B with
respect to any certificates you have lost.
If you want the GZBX Stock certificates being issued to you pursuant to
the merger agreement to be registered in the name of, and/or you want the cash
being paid to you pursuant to the merger agreement to be payable to, someone
other than the person or entity listed on your Biomatrix stock certificate, then
you must complete and sign the "Special Payment Instructions" box below. If you
transferred any of your shares to someone else after [RECORD DATE], 2000, you
[must] complete and sign the "Special Payment Instructions" box below. See
General Instruction D.7 for information about your responsibility for transfer
taxes if you complete the "Special Payment Instructions" box.
If you want the GZBX Stock certificates or book entry and/or the cash
being issued or paid to you pursuant to the merger to be registered or payable
to you, but sent to someone else, you must complete and sign the "Special
Delivery Instructions" box below.
If you fill out either the "Special Payment Instructions" box or the
"Special Delivery Instructions" box, you must have your signature(s) medallion
guaranteed by an eligible institution. See General Instruction D.4.
If your cash payment is at least $500,000 and you would like it to be
sent to you by wire transfer rather than by check, you must complete and sign
the "Wiring Instructions" box below. Please verify your wiring instructions
before completing the "Wiring Instructions" box. If you provide incorrect wiring
instructions, the exchange agent will have the right to send your money to you
by check.
If your Biomatrix stock certificates are not deliverable to the
exchange agent prior to 5:00 p.m., Boston time, on _______, 2000 (the "Election
Deadline"), a guarantee of delivery may be completed by an eligible institution
and your election will be valid if the stock certificates, together with a copy
of the completed election form/letter of transmittal, are received by the
exchange agent by no later than 12:00 noon, Boston time, on the third trading
day after the Election Deadline.
The exchange agent will issue you a single check and/or a single book
entry representing GZBX Stock. If you would prefer to receive a stock
certificate, please check the box in the "Receipt of Certificates" section
below. If you request a stock certificate, the exchange agent will issue a
single certificate representing the GZBX Stock. However, if for tax purposes or
otherwise you wish to have more than one certificate issued, please provide
explicit instructions to the exchange agent (including the particular
denominations of the certificates).
7
<PAGE>
STEP 2A
LETTER OF TRANSMITTAL
American Stock Transfer & Trust Company, Exchange Agent:
In connection with the merger, the undersigned hereby submits the stock
certificate(s) representing the undersigned's shares of Biomatrix, Inc. common
stock to, or hereby transfers ownership of such stock certificate(s) by
book-entry transfer to the account of, American Stock Transfer & Trust Company,
the exchange agent designated by Biomatrix, Inc. ("Biomatrix") and Genzyme
Corporation ("Genzyme"), or its replacement or successor, and instructs the
exchange agent, following the effective time of the merger, to deliver to the
undersigned, in exchange for the undersigned's shares of Biomatrix common stock,
cash and/or shares of Genzyme Biosurgery Division Common Stock ("GZBX Stock")
pursuant to the undersigned's election as set forth on the election form
enclosed with this letter of transmittal. The undersigned understands that the
undersigned's election may be adjusted by the exchange agent pursuant to the
terms of the merger agreement.
The undersigned also understands that the undersigned's election will
not be valid if (a) before the stockholder vote is taken on the merger,
Biomatrix receives written notice of the undersigned's intent to demand
appraisal of the undersigned's shares of Biomatrix common stock if the merger
takes place and (b) the undersigned does not vote in favor of the merger and
takes other actions as may be required prior to the effective time of the merger
to perfect dissenters' rights under applicable law.
The undersigned represents and warrants that the undersigned has full
power and authority to surrender the stock certificate(s) surrendered herewith
or transferred in book-entry form, or covered by a guarantee of delivery, free
and clear of all liens, claims, and encumbrances. The undersigned will, upon
request, execute and deliver any additional documents reasonably deemed by the
exchange agent or Genzyme to be appropriate or necessary to complete the sale,
assignment, or transfer of the shares of Biomatrix common stock. All authority
conferred or agreed to be conferred in this letter of transmittal shall be
binding upon the successors, assigns, heirs, executors, administrators, and
legal representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned.
Unless otherwise indicated under "Special Payment Instructions" box
below, please issue any certificate for shares of GZBX Stock and/or any check
payable (or wire transfer of funds payable) in exchange for the undersigned's
shares of Biomatrix common stock in the name of the registered holder(s) of such
shares of Biomatrix common stock. Similarly, unless otherwise indicated in the
"Special Delivery Instructions" and/or "Wiring Instructions" boxes, please mail
any certificate for shares of GZBX Stock and/or any check payable in exchange
for the undersigned's shares of Biomatrix common stock to the registered
holder(s) of such shares of Biomatrix common stock at the address or addresses
shown below.
REGISTERED BIOMATRIX STOCKHOLDER(S) SIGN HERE
---------------------------------- -------------------------------------
Signature of owner(s) Signature of owner(s)
Print Name: Print Name:
----------------------- --------------------------
---------------------------------- --------------------------------------
Social Security or other Tax ID Number Social Security or other Tax ID Number
Address: Address:
-------------------------- -----------------------------
---------------------------------- -------------------------------------
---------------------------------- -------------------------------------
Date: , 2000 Date: , 2000
--------------------- ---------------------
8
<PAGE>
--------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(To be completed ONLY if you want the GZBX Stock certificates and/or the cash
being issued/paid to you pursuant to the merger agreement to be
registered/payable to someone else.
Register my shares of GZBX Stock and/or make payment to the following:
Name:
--------------------------------------------------------------------------
(Please type or print)
Address:
-----------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(include zip code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(To be completed ONLY if you want the GZBX Stock certificates and/or the cash
being issued/paid to you pursuant to the merger agreement to be
registered/payable to you but sent to someone else.)
Mail or deliver my shares of GZBX Stock and/or send payment to the following:
Name:
--------------------------------------------------------------------------
(Please type or print)
Address:
-----------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(include zip code)
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
WIRING INSTRUCTIONS
Provided I am to receive at least $500,000 in cash, I would like to receive all
of the cash to be paid to me in connection with the merger to be sent by wire
transfer, pursuant to the following wiring instructions in lieu of delivery of a
check:
Bank Name:
---------------------------------------------------------------------
(Please type or print)
Bank Address:
------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(include zip code)
ABA #:
-------------------------------------------------------------------------
Beneficiary:
-------------------------------------------------------------------
Account #:
---------------------------------------------------------------------
-------------------------------------------------------------------------------
9
<PAGE>
-------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(In the event that the check and/or certificate representing shares of GZBX
Stock is to be issued in exactly the name of the record holder(s) of the
Biomatrix common stock, no guarantee of the signature on this election
form/letter of transmittal is required.)
If you have filled out either the "Special Payment Instructions" box, the
"Special Delivery Instructions" box or the "Guarantee of Delivery" box, you
must have your signature(s) medallion guaranteed by an eligible institution,
I.E., a member firm of a registered national securities exchange, a member of
the NASD, Inc., or a commercial bank or trust company in the United States.
Name of
Guarantor:
--------------------------------------------------------------------
Signature(s) Guaranteed:
-------------------------------------------------------
-------------------------------------------------------------------------------
Date: , 2000
----------------------------
Apply Signature Medallion:
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------
GUARANTEE OF DELIVERY
The undersigned, a member firm of a registered national securities exchange, a
member of the NASD, Inc., or a commercial bank or trust company in the United
States, hereby guarantees to deliver to the exchange agent either all of the
certificate(s) for Biomatrix common stock to which this election form/letter of
transmittal relates, or such certificates as are identified below, duly endorsed
in blank or otherwise in form acceptable for transfer, no later than 12:00 noon,
Boston time, on the third trading day after the Election Deadline. If you
complete this guarantee of delivery, you will need a signature guarantee by an
eligible institution.
The undersigned acknowledges that it must deliver the shares of Biomatrix
common stock covered by this election form/letter of transmittal to the
exchange agent within the time period set forth above and that failure to do
so could result in financial loss to the undersigned.
--------------------------------- ------------------------------------
Dated Printed Firm Name
--------------------------------- ------------------------------------
Certificate Number(s) Authorized Signature
--------------------------------- ------------------------------------
Number of shares of Address
Biomatrix common stock
------------------------------------
Telephone number
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RECEIPT OF CERTIFICATES
Unless you check the box below, you will receive book-entry shares of GZBX
Stock.
[ ] Check here if you would like certificate(s) for your shares of GZBX Stock.
--------------------------------------------------------------------------------
10
<PAGE>
INSTRUCTION FOR STEP 2B
CERTIFY IF CERTIFICATE(S) ARE LOST
If you are unable to locate some or all of the stock certificates
representing your shares of Biomatrix common stock, you must complete the
certification on the following page. Your signature must be notarized.
Please see General Instruction D.2 regarding proper signatures.
After you have completed Step 2B, go to Step 3.
11
<PAGE>
STEP 2B--CERTIFY IF CERTIFICATE(S) ARE LOST
The certificate(s) representing the following shares of Biomatrix
common stock has/have been lost, stolen, seized, or destroyed, at a time unknown
to me:
------------------------------------- -----------------------------------
Certificate Number Shares
(1) hereby certify that: (a) I have made or caused to be made a
diligent search for such stock certificate(s) and have been unable to find or
recover it/them; (b) I have not sold, assigned, pledged, transferred, deposited
under any agreement, or hypothecated the shares of Biomatrix, Inc. common stock
represented by such stock certificate(s), or any interest therein, or assigned
any power of attorney or other authorization respecting the same that is now
outstanding and in force, or otherwise disposed of such stock certificate(s);
and (c) no person, firm, corporation, agency, or government, other than me, has
or has asserted any right, title, claim, equity, or interest in, to, or
respecting such shares of Biomatrix common stock.
(2) Please issue a replacement stock certificate(s). In consideration
of the issuance of a replacement certificate(s), I hereby agree to indemnify and
hold harmless Genzyme Corporation, and any person, firm, or corporation now or
hereafter acting as Genzyme Corporation's transfer agent, exchange agent,
registrar, trustee, depository, redemption, fiscal, or paying agent, or in any
other capacity, and also any successors in any such capacities, and their
respective subsidiaries, affiliates, heirs, successors, and assigns, from and
against any and all liability, loss, damage, and expense in connection with, or
arising out of, their compliance with my request herein.
(3) I also agree, in consideration of compliance with the foregoing
request, to surrender immediately to Genzyme Corporation the lost stock
certificate(s) should it/they hereafter come into my possession or control.
------------------------------------ ----------------------------, 2000
Signature Date
------------------------------------ ----------------------------, 2000
Signature Date
------------------------------------ ----------------------------, 2000
Signature Date
STATE OF )
) :ss.
COUNTY OF )
I, , a Notary Public, do hereby certify that on the day
of 2000, personally appeared before me , known to me to be the
persons whose name(s) is/are subscribed to the foregoing instrument, who, being
by me first duly sworn, declared that the statements contained therein are true
and that he/she/they signed said instrument for the purposes, in the capacity,
and for consideration therein expressed.
-------------------------------------------------------------------------------
(Notary: Please modify if necessary to conform to your state law
or attach an alternative form.)
12
<PAGE>
INSTRUCTION FOR STEP 3
COMPLETE SUBSTITUTE FORM W-9
Biomatrix stockholders must complete the following Substitute Form W-9
to avoid having 31% of their payment withheld for federal income tax purposes as
set forth in General Instruction D.6 to this form.
Please do the following:
(1) write your name and social security number (or employer
identification number for entities) in Part I of the
Substitute Form W-9;
(2) check the box next to "Individual/Sole Proprietor,"
"Corporation," "Partnership" or "Other" (and, of other, write
in the type of entity); and
(3) sign the "Certification" box in Part 2 of the Substitute
Form W-9.
If you do not yet have a Taxpayer Identification Number, please check
the box in "Part 2" and sign then "Certification of Payee Awaiting Taxpayer
Identification Number" box at the bottom of the page.
Please see General Instruction D.6 for information on this Form W-9 and
General Instruction D.2 regarding proper signatures.
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<PAGE>
STEP 3--COMPLETE SUBSTITUTE FORM W-9
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
SOCIAL SECURITY NUMBER
OR
EMPLOYER IDENTIFICATION
SUBSTITUTE NUMBER
FORM W-9 PART 1--PLEASE ENTER YOUR NAME AND
SOCIAL SECURITY NUMBER OR EMPLOYER
IDENTIFICATION NUMBER _____________________________________
-------------------------------------- --------------------------------------
PART 2--CERTIFICATION
Please check the box below if you have applied for, and are awaiting
receipt of, your Taxpayer Identification Number. [ ]
REQUEST FOR TAXPAYER
IDENTIFICATION (1) The number shown on this form is my correct Taxpayer Identification
NUMBER AND CERTIFICATION Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been notified by the
Internal Revenue Service ("IRS") that I am subject to backup withholding as a
result of failure to report all interest or dividends, or the IRS has notified me
that I am no longer subject to backup withholding.
Certificate Instructions --You may cross out item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from
(PLEASE REFER TO THE GUIDELINES FOR the IRS stating that you are no longer subject to backup withholding, do not
CERTIFICATION OF TAXPAYER cross out item (2).
IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9)
SIGNATURE:_______________________________________ DATE:_______________
----------------------------------------------------------------------------------------------------------------------
PART 3--CERTIFICATION FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States citizen or
resident (or I am signing for a foreign corporation, partnership, estate or
trust).
SIGNATURE:____________________________________________________ DATE:____________________________________
----------------------------------------------------------------------------------------------------------------------
PART--4__________________________________________________________________________________________________________
Individual/Sole Proprietor [ ] Corporation [ ]
Partnership [ ] Other [ ] (please specify)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9, YOU MUST SIGN AND
DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification Number has
not been issued to me, and that I mailed or delivered an application to receive
a Taxpayer Identification Number to the appropriate IRS Center or Social
Security Administration Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a Taxpayer
Identification Number to the payer, 31% of all payments made pursuant to the
merger shall be retained until I provide a Taxpayer Identification Number to the
payer and that, if I do not provide my Taxpayer Identification Number within 60
days, such retained amounts shall be remitted to the IRS as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the IRS until I provide a Taxpayer Identification Number.
SIGNATURE:______________________________ DATE:___________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU.
14
<PAGE>
GENERAL INSTRUCTIONS
A. SPECIAL CONDITIONS.
1. TIME IN WHICH TO ELECT. To be effective, a completed election
form/letter of transmittal and your Biomatrix common stock certificate(s), a
book entry transfer of shares, or a guarantee of delivery for the shares covered
by this election form/letter of transmittal, must be received by the exchange
agent at the address set forth on page 2 no later than 5:00 p.m., Boston time,
on _______, 2000 (the "Election Deadline"). If the merger is approved and
thereafter completed, and if the exchange agent has not received a properly
completed election form/letter of transmittal prior to the Election Deadline,
you will receive the Standard Consideration, subject to the potential
adjustments more fully described in "THE MERGER AND THE MERGER AGREEMENT--Merger
Consideration for Biomatrix Common Stock" in the joint proxy
statement/prospectus. See General Instruction C.
2. REVOCATION OF ELECTION. An election may be revoked by the person who
submitted the election form/letter of transmittal to the exchange agent by
written notice to the exchange agent, or by withdrawal of the shares of
Biomatrix common stock deposited by such person with the exchange agent, prior
to the Election Deadline. A holder may submit a new election form at the time it
revokes an earlier election or at any time after revoking an earlier election
but before the Election Deadline. If a new election is not made, the holder will
be deemed not to have made an election, and the exchange agent will retain the
stock certificate(s) tendered with the revoked election until the time the
shares are exchanged for the Standard Consideration upon completion of the
merger. If the merger agreement is terminated, all election forms/letters of
transmittal will automatically be revoked and the stock certificates tendered
will be promptly returned to you.
B. ELECTION PROCEDURES.
A description of the election procedures is contained in the joint
proxy statement/prospectus under "THE MERGER AND THE MERGER AGREEMENT--Procedure
for Filing Elections and Converting Biomatrix Common Stock into Merger
Consideration" and is fully set forth in the merger agreement. All elections are
subject to compliance with those procedures. Before making any election, you
should read carefully, among other matters, the information contained in the
joint proxy statement/prospectus under "THE MERGER AND THE MERGER
AGREEMENT--Material United States Federal Income Consequences Of The Merger."
As a result of the election procedures, you may receive shares of GZBX
Stock and/or cash in amounts that vary from your election in Step 1. You will
not be able to change the number of shares or the amount of cash allocated to
you by the exchange agent pursuant to the election procedures.
C. RECEIPT OF SHARES OR CASH.
Promptly after the effective time of the merger, Genzyme will instruct
the exchange agent to mail certificate(s) or effect a single book entry
representing your shares of GZBX Stock and/or cash payments by check to you or
as you otherwise instruct in this election form/letter of transmittal (if you
complete the "Wiring Instructions" in Step 2A of this form and you are to
receive at least $500,000, all of the cash will be sent to you by wire
transfer). If you fail to submit a properly completed election form/letter of
transmittal and stock certificates, a book entry transfer of shares, or a
guarantee of delivery for the shares of Biomatrix common stock covered by the
election form/letter of transmittal by the Election Deadline as set forth above,
you will receive the Standard Consideration, subject to the potential adjustment
more fully described in the accompanying joint proxy statement/prospectus, after
the certificate(s) representing such shares of Biomatrix common stock have been
submitted.
No fractional shares of GZBX Stock will be issued in the merger.
Instead, each Biomatrix stockholder that otherwise would be entitled to receive
a fractional share will receive an amount in cash
15
<PAGE>
equal to that fraction multiplied by the per share value of the GZBX Stock as
determined in good faith by Genzyme.
D. GENERAL.
1. EXECUTION AND DELIVERY. This election form/letter of transmittal
must be properly filled in, dated, and signed in all applicable places, and must
be delivered (together with all of the other required materials) to the exchange
agent at the address as set forth on page 2. The method of delivery of all
documents is at your option and risk, but if you choose to return your materials
by mail, we suggest you send them by registered mail, return receipt requested,
properly insured, using the enclosed envelope.
2. SIGNATURES. The signature (or signatures, in the case of
certificates owned by two or more joint holders) on this form should correspond
exactly with the name(s) as written on the face of the certificate(s) submitted
unless the shares of Biomatrix common stock described on this form have been
assigned by the registered holder(s), in which event this form should be signed
in exactly the same form as the name of the last transferee indicated on the
transfers attached to or endorsed on the certificates.
If this form is signed by a person or persons other than the registered
holder(s) of the certificates, the certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of the
registered owner(s) appears on the certificates.
If this form or any stock certificate(s) or stock power(s) is signed by
a trustee, executor administrator, guardian, officer of a corporation,
attorney-in-fact, or any other person acting in a representative or fiduciary
capacity, the person signing must give the signing person's full title in such
capacity.
3. NEW CERTIFICATES AND CHECKS IN SAME NAME. If you are receiving any
shares of GZBX Stock, the stock certificate(s) representing such shares of GZBX
Stock and/or any check(s) in respect of shares of Biomatrix common stock shall
be registered in, or payable to the order of, exactly the same name(s) that
appears on the certificate(s) representing such shares of Biomatrix common stock
submitted with this form, unless the "Special Payment Instructions" box in Step
2A above is completed. No endorsement of certificate(s) or separate stock
power(s) is required.
4. GUARANTEE OF SIGNATURE. No signature guarantee is required on this
form if it is signed by the registered holder(s) of the shares of Biomatrix
common stock surrendered under this form, and the shares of GZBX Stock and/or
the check are to be issued and/or payable to the record holder(s) without any
change or correction in the name of the record holder(s). In all other cases,
all signatures on this form must be guaranteed. All signatures required to be
guaranteed must be guaranteed by a member firm of a registered national
securities exchange or of the NASD, Inc., or a commercial bank or trust company
in the United States. Public notaries cannot execute acceptable guarantees of
signatures.
5. MISCELLANEOUS. A single check, or wire transfer, and/or stock
certificates or a single book entry representing shares of GZBX Stock to be
received will be issued to you unless you have instructed us otherwise in this
form.
All questions with respect to this form (including, without limitation,
questions relating to the timeliness or effectiveness of revocation or any
election and computations as to any adjustments) will be determined by the
exchange agent, which determination shall be conclusive and binding.
6. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under
the "backup withholding" provisions of U.S. federal income tax law, any payments
made to you pursuant to the merger may be subject to backup withholding of 31%.
To prevent backup withholding, Biomatrix stockholders must complete and sign the
Substitute Form W-9 included in Step 3 of this form and either (a) provide your
correct taxpayer identification number ("TIN") and certify, under penalties of
perjury, that the TIN provided is correct (or that you are awaiting a TIN), and
that (i) you have not been notified by the
16
<PAGE>
IRS that you have been subjected to backup withholding as a result of failure to
report all interest or dividends or (ii) the IRS has notified you that you are
no longer subject to backup withholding; or (b) provide an adequate basis for
exemption. If the bottom portion of the Substitute Form W-9 is signed as
indicating that you are awaiting a TIN, the exchange agent will retain 31% of
cash payments made to you during the 60-day period after the date of the
Substitute Form W-9. If you furnish the exchange agent with your TIN within 60
days of the date of the Substitute Form W-9, the exchange agent will remit those
withheld amounts retained during this 60-day period to you. If, however, you
have not provided the exchange agent with your TIN within this 60-day period,
the exchange agent will remit these previously retained amounts to the IRS as
backup withholding. In general, if you are an individual, the TIN is your social
security-number. If the certificates for Biomatrix common stock are registered
in more than one name or are not in the name of the actual owner, consult the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (copies of which may be obtained from the exchange agent) for
additional guidance on which number to report. If the exchange agent is not
provided with the correct TIN or an adequate basis for exemption, the holder may
be subject to a $50 penalty imposed by the IRS and backup withholding at a rate
of 31%. Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order to satisfy the exchange agent that a foreign
individual qualifies as an exempt recipient, such holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. A form for this statement can be obtained from the
exchange agent.
For further information concerning backup withholding and instructions
for completing the Substitute Form W 9 (including how to obtain a TIN if you do
not have one and how to complete the Substitute Form W-9 if stock is held in
more than one name), consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (copies of which may be obtained
from the exchange agent).
Failure to complete the Substitute Form W-9 will not, by itself, cause
your shares of Biomatrix common stock to be deemed invalidly tendered, but may
require the exchange agent to withhold 31% of the amount of any payments made
pursuant to the merger. Backup withholding is not an additional U.S. federal
income tax. Rather the U.S. federal income tax liability of a person subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
7. TRANSFER TAXES. If you completed the "Special Payment Instructions"
box above in Step 2A, you must pay the exchange agent any and all required
transfer or other taxes or must establish that these taxes have been paid or are
not applicable.
17
