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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-6
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, both at the commission's Web site (www.sec.gov) and
from Genzyme or Biomatrix. Requests to Genzyme should be directed to 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.
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FOR IMMEDIATE RELEASE MEDIA CONTACT: INVESTOR CONTACT:
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December 8, 2000 Bo Piela Kim Witkop
617-252-7785 617-761-8563
GENZYME CORP. SAYS ISS RECOMMENDS FORMATION OF GENZYME BIOSURGERY
CAMBRIDGE, Mass.--Genzyme Corp. announced today that Institutional
Shareholder Services (ISS), the nation's leading proxy voting advisory firm, has
recommended that shareholders approve a series of proposals related to the
formation of Genzyme Biosurgery, a new Genzyme division. Genzyme Biosurgery will
be formed by combining the businesses of Biomatrix (NYSE: BXM), Genzyme Tissue
Repair (Nasdaq: GZTR), and Genzyme Surgical Products (Nasdaq: GZSP).
At a special meeting of Genzyme shareholders taking place on
December 15, 2000, holders of each of Genzyme Corp.'s four tracking stocks
will be asked to vote to approve a charter amendment creating Genzyme
Biosurgery stock--a new Genzyme Corp. tracking stock. In addition, holders of
Genzyme Tissue Repair and Genzyme Surgical Products stocks each will be asked
to approve the conversion of all outstanding shares of those stocks into
shares of Genzyme Biosurgery stock. Genzyme intends to list Genzyme
Biosurgery stock for trading on the Nasdaq National Market under the symbol
GZBX following completion of the transaction.
Genzyme Corp.'s boards of directors has recommended that
shareholders approve these proposals. As previously announced, Biomatrix's
shareholders yesterday approved the merger with Genzyme.
"We are gratified that the premier proxy advisory organization has
recognized the strategic advantages inherent in the formation of Genzyme
Biosurgery and the value that this new business can create for shareholders,"
said Duke Collier, the current president of Genzyme Surgical Products who
will become president of Genzyme Biosurgery. "We also are enormously pleased
that the Biomatrix shareholders have approved the merger with Genzyme. We
expect to complete this transaction very shortly and look forward to the
exciting work that lies ahead of us."
ISS is the world's largest provider of proxy voting and corporate
governance services, serving more than 700 institutional and corporate
clients. ISS analysts research and recommend votes for 20,000 shareholder
meetings each year.
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 a special meeting of the shareholders of Genzyme
Corporation, the completion of the formation of Genzyme Biosurgery, the
listing by Genzyme Corporation of Genzyme Biosurgery common stock for trading
on the Nasdaq National Market and the timing for the formation of Genzyme
Biosurgery. Actual results may differ materially depending on many factors
including receiving all approvals necessary to complete the formation of
Genzyme Biosurgery and the likelihood of the occurrence of other risks
generally associated with an acquisition and reorganization of this type.
Shareholders of Genzyme Corporation, including holders of its Genzyme
General, Genzyme Tissue Repair, Genzyme Molecular Oncology and Genzyme
Surgical Products common stock, are subject to the risks and uncertainties
described in reports filed by Genzyme Corporation with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
including without limitation Exhibit 99.2 to Genzyme's 1999 Annual Report on
Form 10-K, as amended.
This press release is not a substitute for the joint proxy
statement/prospectus. We urge investors to read that document because it
contains important information. The joint proxy statement/prospectus and the
documents incorporated by reference may be obtained free of charge at the
SEC's website (www.sec.gov) or by contacting Genzyme or Biomatrix.
# # #
Genzyme's releases are on the World Wide Web at http://www.genzyme.com. They are
also available from Genzyme's fax-on-demand service at 1-800-436-1443 within the
United States or 1-201-521-1080 outside the United States.
