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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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NEOZYME II CORPORATION
(NAME OF SUBJECT COMPANY)
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NEOZYME II CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
CALLABLE COMMON STOCK, PAR VALUE $1.00 PER SHARE, INCLUDED
IN UNITS TOGETHER WITH CALLABLE WARRANTS TO PURCHASE TWO SHARES
OF GENERAL DIVISION COMMON STOCK OF
GENZYME CORPORATION, PAR VALUE $.01 PER SHARE,
AND 0.135 SHARE OF TISSUE REPAIR DIVISION COMMON STOCK
OF GENZYME CORPORATION, PAR VALUE $.01 PER SHARE.
(Title of Class of Securities)
G6420H11
(CUSIP Number of Class of Securities)
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NEOZYME II CORPORATION
MAIN STREET
ROAD TOWN
TORTOLA, BRITISH VIRGIN ISLANDS
(809) 494-2065
ATTENTION: PAUL EDWARDS, PRESIDENT
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
the Person(s) Filing Statement)
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WITH A COPY TO
STEVEN D. SINGER, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MA 02109
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This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated September 27, 1996 of Neozyme
II Corporation (the "Company") filed in correction with the Offer described in
the Schedule 14D-9. Capitalized terms used herein shall have the definitions
set forth in the Schedule 14D-9.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended in its entirety to read as follows:
<CAPTION>
EXHIBIT NO.
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Exhibit 1 -- Letter to Shareholders, dated September 27, 1996.*+
Exhibit 2 -- Offer to Purchase, dated September 27, 1996.+
Exhibit 3 -- Letter of Transmittal, dated September 27, 1996.+
Exhibit 4 -- Purchase Agreement, dated as of September 20, 1996, among Genzyme, the
Purchaser and the Company.(1)
Exhibit 5 -- Series 1992 Note of the Company issued to Genzyme, dated as of April 28,
1992.(2)
Exhibit 6 -- Technology License Agreement, dated as of April 28, 1992, between Genzyme and
the Company.(2)
Exhibit 7 -- Research and Development Agreement, dated as of April 28, 1992, between
Genzyme and the Company.(2)
Exhibit 8 -- Amendment No. 1 to Technology License Agreement and Research Development
Agreement, dated as of August 11, 1993, between Genzyme and the Company.(3)
Exhibit 9 -- Purchase Option Agreement, dated as of April 28, 1992, among Genzyme and
certain other parties.(2)
Exhibit 10 -- Services Agreement, dated as of April 28, 1992, between Genzyme and the
Company.(3)
Exhibit 11 -- Administrative Agreement, dated as of April 28, 1992, between Genzyme and the
Company.(2)
Exhibit 12 -- License and Development Agreement, dated August 11, 1993 between Genzyme and
Univax Biologics, Inc.(4)
Exhibit 13 -- Press Release issued by Genzyme on September 6, 1996.(5)
Exhibit 14 -- Press Release issued by Genzyme on September 23, 1996.(1)
Exhibit 15 -- Press Release issued by Genzyme on September 27, 1996.+
Exhibit 16 -- Opinion of Hambrecht & Quist, dated September 20, 1996.
<FN>
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* Included with Schedule 14D-9 mailed to shareholders.
+ Previously filed.
(1) Incorporated by reference from Amendment No. 2 to Genzyme's Schedule 13D
relating to the Company filed with the Commission on September 24, 1996.
(2) Incorporated by reference from Genzyme's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1992 (File No. 0-14680).
(3) Incorporated by reference from Genzyme's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-14680).
(4) Incorporated by reference from Univax Biologics, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993 (File No. 0-19748).
(5) Incorporated by reference from Amendment No. 1 to Genzyme's Schedule 13D
relating to the Company filed with the Commission on September 6, 1996.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
NEOZYME II CORPORATION
By: /s/ PAUL M. EDWARDS
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Paul M. Edwards
President and Treasurer
Dated: October 24, 1996.
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EXHIBIT 16
[HAMBRECHT & QUIST LLC LETTERHEAD]
September 20, 1996
Confidential
The Special Committee of The Board of Directors
The Board of Directors
Neozyme II Corporation
Todman Building
Main Street
Road Town, Tortola
British Virgin Islands
Gentlemen:
You have requested our opinion as to the fairness from a financial point of
view to the holders of the outstanding shares of callable common stock, par
value $1.00 per share ("Common Stock"), of Neozyme II Corporation ("Neozyme" or
the "Company") of the consideration to be received by such holders in
connection with a proposed transaction (the "Proposed Transaction") pursuant to
which an affiliate of Genzyme Corporation ("Genzyme") will offer to purchase
the outstanding units of Neozyme (the "Units") at a purchase price of $45.00
per Unit in cash (the "Offer"). As of the date hereof, all of the outstanding
Common Stock is owned as part of a Unit, each of which consists of (i) one
share of Common Stock and (ii) one callable warrant to purchase two shares of
Genzyme General Division Common Stock and 0.135 shares of Genzyme Tissue Repair
Division Common Stock. The Offer will be made by means of offering documents
(the "Offer Documents") to be filed with the Securities and Exchange Commission.
If the Offer is consummated, but not all of the Units are tendered and accepted
or, if the Offer is terminated in accordance with Section 1.1(b)(ii) of the
Purchase Agreement, Genzyme has, pursuant to a Purchase Agreement (the "Purchase
Agreement") dated as of September 20, 1996, agreed to effect a second step
transaction (the "Second Step Transaction") in which Genzyme will acquire,
directly or indirectly, all of the remaining Common Stock in exchange for cash
in an amount equal to $29.00 per share of Common Stock.
Hambrecht & Quist LLC ("Hambrecht & Quist"), as part of its investment banking
services, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, strategic transactions,
corporate restructurings, negotiated underwritings, secondary distributions of
listed and unlisted securities, private placements and valuations for corporate
and other purposes. We have acted as a financial advisor to the Special
Committee of the Board of Directors of Neozyme in connection with the Proposed
Transaction, and we will receive a fee for our services, which include the
rendering of this opinion.
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The Special Committee of the Board of Directors
The Board of Directors
Neozyme II Corporation
Page 2
We are familiar with Genzyme and have, from time to time, provided financial
advisory services to Genzyme, and we have received fees for rendering these
services. In July 1996, we acted as managing underwriter for a public offering
of Genzyme Transgenics Corporation, an affiliate of Genzyme. In the ordinary
course of business, Hambrecht & Quist acts as a market maker and broker in the
publicly traded securities of Neozyme and Genzyme and receives customary
compensation in connection therewith, and also provides research coverage for
Genzyme. In the ordinary course of business, Hambrecht & Quist actively trades
in the equity securities of Neozyme and Genzyme for its own account and for the
accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities. Hambrecht & Quist may in the future provide
additional investment banking or other financial advisory services to Genzyme.
In connection with our review of the Proposed Transaction, and in arriving at
our opinion, we have, among other things:
(i) reviewed the publicly available consolidated financial statements
of Neozyme for recent years and interim periods to date and certain
other relevant financial and operating data of Neozyme made
available to us from published sources and from the internal
records of Neozyme;
(ii) discussed with certain members of the managements of Neozyme and
Genzyme the business, financial condition and prospects of Neozyme;
(iii) reviewed the publicly available consolidated financial statements
of Genzyme for recent years and interim periods to date;
(iv) reviewed certain internal financial and operating information,
including certain projections, relating to Neozyme prepared by the
management of Genzyme;
(v) reviewed the recent reported prices and trading activity for the
Common Stock and compared such information and certain financial
information of Neozyme with similar information for certain other
companies engaged in businesses we considered comparable to that of
Neozyme;
(vi) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;
(viii) reviewed drafts of the Purchase Agreement, the Offer Documents and
certain other materials to be filed with the Securities and
Exchange Commission in connection with the Offer; and
(ix) performed such other analyses and examinations and considered such
other information, financial studies, analyses and investigations
and financial, economic and market data as we deemed relevant.
In rendering our opinion, we have assumed and relied upon the accuracy and
completeness of all of the information concerning Neozyme and Genzyme considered
in connection with our review of the Proposed Transaction, and we have not
assumed any responsibility for independent verification of such information. We
have not prepared any independent valuation or appraisal of any of the
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The Special Committee of the Board of Directors
The Board of Directors
Neozyme II Corporation
Page 3
assets or liabilities of Neozyme, nor have we conducted a physical inspection
of the properties and facilities of the Company. With respect to the financial
forecasts and projections made available to us and used in our analysis, we
have assumed that they reflect the best currently available estimates and
judgments of the expected future financial performance of Neozyme. For purposes
of this opinion, we have assumed that Neozyme is not a party to any pending
transactions, including external financings, recapitalizations or material
merger discussions, other than the Proposed Transaction and those activities
undertaken in the ordinary course of conducting its business. Our opinion is
necessarily based upon market, economic, financial and other conditions as they
exist and can be evaluated as of the date of this letter and any change in such
conditions would require a reevaluation of this opinion. We were not requested
to, and did not, formally solicit indications of interest from any other
parties in connection with a possible acquisition of, or business combination
with, Neozyme.
It is understood that this letter is for the information of the Special
Committee and the Board of Directors and may not be used for any other
purpose without our prior written consent; provided, however, that this letter
may be reproduced in full in any filing with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, including Schedules
14D-1, 14D-9 and 13E-3 to be filed in connection with the Offer. This letter
does not constitute a recommendation to any Neozyme stockholder as to whether
such stockholder should accept the Offer. In addition, we express no opinion,
however, as to the adequacy of any consideration received in the Proposed
Transaction by Genzyme or any of its affiliates.
Based upon and subject to the foregoing and after considering such other
matters as we deem relevant, we are of the opinion that as of the date hereof
the consideration to be received by the holders of the Units pursuant to the
Offer and the consideration to be received by the holders of the Common
Stock pursuant to the Second Step Transaction is fair to such holders from a
financial point of view.
Very truly yours,
HAMBRECHT & QUIST LLC
By /s/ David G. Golden
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David G. Golden
Managing Director
