-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UYSnVz/0fBbh6wVsQEGRD/rjYM9LoOwUwG700RQoCOSY8VpYPRfrJxk4DzF3Doq8 DZyJmxD01xy/MjJQqesB5g== 0000912057-00-016325.txt : 20000406 0000912057-00-016325.hdr.sgml : 20000406 ACCESSION NUMBER: 0000912057-00-016325 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOMATRIX INC CENTRAL INDEX KEY: 0000747952 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133058261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-14221 FILM NUMBER: 594240 BUSINESS ADDRESS: STREET 1: 65 RAILROAD AVE CITY: RIDGEFIELD STATE: NJ ZIP: 07657 BUSINESS PHONE: 2019459550 MAIL ADDRESS: STREET 1: 65 RAILROAD AVE STREET 2: 65 RAILROAD AVE CITY: RIDGEFIELD STATE: NJ ZIP: 07657 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: CAMBRIDGE STATE: MA ZIP: 02139 425 1 425 Filed by Genzyme Corporation (Commission File No. 000-14680) 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 Companies: Biomatrix, Inc. (Commission File No. 001-14221) and Genzyme Corporation's Surgical Products Division and Tissue Repair Division [The following is the text of additional and updated slides that comprise a portion of a slide show being presented in meetings with analysts, potential investors and others and which was previously filed pursuant to Rule 425 of the Securities Act with the Securities and Exchange Commission on March 13, 2000.] SLIDE: CREATING A POWERFUL NEW BIOTECH COMPANY - High value products, early in their life cycles - A high value pipeline resting on well-regarded scientific platforms - Expertise and infrastructure to build a global business - A unique and differentiating strategy SLIDE: FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements. Actual results may differ materially. Risk factors described on Form 8-K filed on June 11, 1999 SLIDE: INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS RELATING TO THE MERGER TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY GENZYME AND BIOMATRIX WITH THE COMMISSION MAY BE OBTAINED WHEN THEY BECOME AVAILABLE FOR FREE AT THE COMMISSION'S WEB SITE (WWW.SEC.GOV). THE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FOR FREE FROM GENZYME OR BIOMATRIX, AS THE CASE MAY BE. REQUESTS TO GENZYME SHOULD MAY BE DIRECTED TO GENZYME CORPORATION, ONE KENDALL SQUARE, BUILDING 1400, CAMBRIDGE, MASSACHUSETTS 02139, ATTN: CORPORATE COMMUNICATIONS (617) 252-7500, OR YOU CAN ACCESS DOCUMENTS ON ITS WEBSITE (WWW.GENZYME.COM). REQUESTS TO BIOMATRIX SHOULD BE DIRECTED TO BIOMATRIX, INC., 65 RAILROAD AVENUE, RIDGEFIELD, NEW JERSEY 07657, ATTN: INVESTOR RELATIONS (201) 945-9550 OR YOU CAN ACCESS DOCUMENTS ON ITS WEBSITE (WWW.BIOMATRIX.COM). SLIDE: OVERVIEW - Strategic vision - Transaction structure - Creating a new form of biotech company SLIDE: ELEMENTS OF STRATEGY - Create a real business - Leader in selected high growth markets - Substantial investment in product development in targeted diseases - Diversity risk SLIDE: CREATING A REAL BUSINESS - 1,300 employees worldwide - 6 manufacturing plants - Access to Genzyme Corporation's 450 scientists and 180 clinical and regulatory staff - Established US and European sales forces in orthopedics and cardiothoracic surgery - Product sales capabilities in GREATER THAN 70 countries SLIDE: LEADER IN HIGH GROWTH MARKETS - Orthopedic Surgery - Cardiothoracic Surgery SLIDE: GENZYME BIOSURGERY - Proposed ticker (NASD:GZBX) - 35 Million shares outstanding - Biomatrix Shareholders - $245M + / - cash - 47% of GZBX (Exchange 1 for 1) - Genzyme Tissue Repair shareholders - 27% of GZBX (Exchange 0.3352) - Genzyme Surgical Products shareholders - 26% of GZBX (Exchange 0.6060) SLIDE: ATTACKING JOINT DISEASE THROUGH... BIOTHERAPEUTICS [ with an arrow pointing to ] BIOMATERIALS - Cell Therapy - Synvics(R) - Gene Therapy - Sepra(R) Products - Protein Therapy - Other - Drug Discovery SLIDE: CONTINUED LONG-TERM IMPROVEMENT - Cartilage Repair Registry - Chronicles progress of patients treated - 85% patient improvement 4 years post-op - Represents the strongest supporting data collected on cartilage repair treatment to date SLIDE: SYNVISC(R) REPLACING OSTEOARTHRITIC SYNOVIAL FLUID [Picture showing packaging of Synvisc(R) Hylan G-F 20.] - 3 intra-articular injections - Provides long term relief for osteoarthritic knee pain - Recommended for those who have failed simple analgesics and physical therapy - Marketed by 5 major pharmaceutical companies worldwide SLIDE: HIGH GROWTH EARLY LIFE CYCLE PRODUCTS - Bio-orthopedic - Synvisc(R) - Carticel(R) - Cardiothoracic - Beating heart CABG instruments - FocalSeal(R) -L* - Adhesion prevention - Seprafilm(TM) - Sepramesh(TM) - Hylasine(R) *Pending FDA approval SLIDE: GENZYME BIOSURGERY A LEADER IN ADHESION PREVENTION Step 1: Establish Sepra Film(R) as standard of care in colorectal surgery Step 2: Expand Sepra(R) family New Formulations New Anti-Adhesion Applications - Sepra Film(R) - Hernia Repair - Sepragel(R) - Cardiovascular surgery - Sepramesh(TM) - Sinus Surgery - Sepra Coat(R) - Laparoscopic surgery - Hylasine(R) - Orthopedics - Hylagel(R) Nuro * * * This filing contains forward-looking statements, including statements regarding the consummation of the transactions, the creation of a newly publicly traded stock, the impact of the transactions on Genzyme Corp.'s, Genzyme Tissue Repair's, Genzyme Surgical Products' and Biomatrix's respective earnings and financial positions, the future growth and success of Genzyme Biosurgery, Genzyme Biosurgery's impact on Genzyme Corp.'s involvement in the bio-orthopedic and cardiothoracic markets, the potential market introduction of new orthopedic and cardiothoracic surgery products, surgical devices and biomaterials, expected revenues based on new products, the sufficiency of the cash and other resources of Genzyme Biosurgery, the tax-free nature of the transaction and the expected allocation of Genzyme Biosurgery common stock. Actual results may differ materially from those indicated depending on many factors including conditions in the financial markets relevant to the proposed transaction, the likelihood of regulatory and other approvals of the transactions, the operational integration associated with the transaction and other risks generally associated with such transactions, the accuracy of information about the biosurgery market, the competitive environment for the biosurgery market, market acceptance of Genzyme Biosurgery's products and services, delays in the production or development of Genzyme Biosurgery's products, the enrollment rate for clinical trials, the ability of Genzyme Biosurgery and/or its partners to manufacture sufficient quantities of products for clinical trials, the ability to successfully complete preclinical and clinical development of products, the actual safety and efficacy of products, the timing and content of submissions to and decisions by the FDA and other regulatory authorities, the continued funding of collaborations and programs by Genzyme Corp., Genzyme Biosurgery and/or their partners and the ability of Genzyme Biosurgery and/or its partners to successfully commercialize products. -----END PRIVACY-ENHANCED MESSAGE-----