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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 23, 1996
NEOZYME II CORPORATION
(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS 0-19918 N/A
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
TODMAN BUILDING, MAIN STREET, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(809) 494-2065
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ITEM 5. OTHER EVENTS.
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On September 23, 1996, Neozyme II Corporation ("Neozyme II") and Genzyme
Corporation ("Genzyme") announced that they have signed a definitive acquisition
agreement under which Genzyme will commence a tender offer for all outstanding
Units, each Unit consisting of one share of Callable Common Stock of Neozyme II
and one Callable Warrant to purchase two shares of General Division Common Stock
and .135 share of Tissue Repair Division Common Stock of Genzyme, for $45 per
Unit in cash. Neozyme II hereby incorporates by reference the contents of its
press release dated September 23, 1996, filed as Exhibit 99.1 to this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 23, 1996 NEOZYME II CORPORATION
By:/s/ Paul M. Edwards
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Paul M. Edwards
President and Principal Executive,
Financial and Accounting Officer
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ----------- ----------
99.1 Press release dated September 23, 1996. Filed herewith. 5
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Genzyme Contact: Neozyme II Contact:
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September 23, 1996 Cheryl Greenhouse Dennis J. Purcell
617-252-7570 Hambrecht & Quist LLC
212-207-1552
GENZYME SIGNS DEFINITIVE AGREEMENT FOR ACQUISITION OF NEOZYME II
Cambridge, Mass. - Genzyme Corporation announced today that it has signed a
definitive acquisition agreement with Neozyme II Corporation (Nasdaq: NIIUF)
under which Genzyme will commence a tender offer for all outstanding units of
Neozyme II at $45 per unit in cash.
Each Neozyme II unit consists of one share of Neozyme II callable common
stock and one callable warrant to purchase two shares of Genzyme General
Division common stock (Nasdaq:GENZ) and .135 share of Genzyme Tissue Repair
Division common stock (Nasdaq:GENZL).
Under the agreement, if the tender offer is successfully completed, a
second-step transaction will be effected in which the Neozyme II unitholders who
had not tendered their units will be entitled to receive $29 in cash for each
share of callable common stock included in the untendered units. The callable
warrants that had been included in the units acquired in the second-step
transaction will remain outstanding.
Genzyme's obligation to purchase units in the tender offer will be
subject to the satisfaction of certain conditions, including the minimum
condition of the tender of at least a majority of the outstanding units. If
less than a majority of the outstanding units is tendered, Genzyme has the
right under certain circumstances to terminate the tender offer and seek the
approval of the holders of the units for the second-step transaction.
Alternatively, Genzyme has the right under certain circumstances, if a majority
approves the second-step transaction through a combination of shares of
callable common stock included in the units tendered and untendered shares
voting in favor of the transaction, to waive the minimum condition and accept
the tendered units.
The transaction is expected to close later this year. All assets acquired
by Genzyme from Neozyme II will be allocated to the General Division.
The Board of Directors of Neozyme II, on the recommendation of a special
committee of the Board consisting of the directors of Neozyme II who are not
officers or directors of Genzyme, has approved the tender offer and the
second-step transaction and has determined that the tender offer and
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the second-step transaction are fair to and in the best interests of the
unitholders of Neozyme II. The Board has recommended that unitholders of Neozyme
II accept the tender offer and tender their units pursuant to the offer.
The Special Committee was advised by independent advisors, including
Hambrecht & Quist LLC as financial advisors. Robertson, Stephens & Company LLC
has acted as the exclusive financial advisor to Genzyme in connection with the
transaction and will act as manager in connection with the tender offer.
Neozyme II was formed in 1992 to conduct research, development, and
clinical testing of products for the treatment of cystic fibrosis under contract
with Genzyme.
One of the world's top five biotechnology companies, Genzyme focuses on
developing innovative products and services for major unmet medical needs. The
company's General Division develops and markets pharmaceuticals, genetic
diagnostic services, and therapeutic, diagnostic, and surgical products. Its
Tissue Repair Division is a leading developer of biological products for the
treatment of cartilage damage, severe burns, and chronic skin ulcers.
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