-----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, PbtpQ3ny6YoX3LDs2DwSftNYucgcBnHb1HspxPZ+w9w8nhBWGVemBKeUIXbwUebI 1wMDhFLz3wo3vEsb+9IG7Q== /in/edgar/work/20000608/0000912057-00-027801/0000912057-00-027801.txt : 20000919 0000912057-00-027801.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-027801 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOMATRIX INC CENTRAL INDEX KEY: 0000747952 STANDARD INDUSTRIAL CLASSIFICATION: [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: 651490 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: [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 a425.txt FORM 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 slides that were presented at a slide show at the InformedInvestors.com Third Boston BioPharma Stocks Forum, except for slides that have been previously filed with the SEC pursuant to Rule 425.] Slide: o This presentation contains forward-looking statements, including statements regarding: o projected timetables for the preclinical and clinical development of, initiation and completion of clinical trials for, regulatory submissions and approvals for, and market introduction of our products; o estimates of markets and potential markets for our products and services; o sales and marketing plans; o assessments of competitors and potential competitors; o estimates of the capacity of manufacturing and other facilities to support our products; o ability to obtain reimbursement of our products from third party payers; o planned acquisition of Biomatrix and creation of Genzyme Biosurgery and creation of a new publicly-traded stock; o the expected allocation of Genzyme Biosurgery common stock and the composition of merger consideration; o planned partnering and licensing activities; o expected future revenues, revenue growth rates, earnings per share, operations, expenditures and market capitalization; and o projected cash needs. o These statements are based upon the assumptions of our management and are only expectations of future results. These statements are also subject to risks and uncertainties, and our actual results may differ significantly due to a number of factors, including: o our ability to successfully complete preclinical and clinical development of our products; o our ability to manufacture sufficient amounts of our products for development and commercialization activities; o our ability to obtain timely regulatory approval for products; o our ability to obtain and maintain adequate patent and other proprietary rights protection of our products and services; o the content and timing of decisions made by the FDA and other regulatory agencies regarding our products and services; o the enrollment rate for our clinical trials; o the accuracy of our estimates of the size and characteristics of the markets addressed or to be addressed by our products and services; o market acceptance of our products and services; o our ability to obtain reimbursement for our products and services from third party payers; o our ability to establish and maintain licenses, strategic collaborations and distribution arrangements; o the accuracy of our information regarding the products and resources of our competitors and potential competitors; o the likelihood that the regulatory and other approvals required to complete the planned transaction with Biomatrix and to create Genzyme Biosurgery will be obtained; and o operational integration, financial market conditions and other risks generally associated with the proposed acquisition of Biomatrix and recapitalization. o We have filed more detailed descriptions of these and other risks and uncertainties in some of our recent filings with the Securities and Exchange Commission. We encourage you to carefully review these descriptions, including those that can be found in Exhibit 99.2 to our Annual Report on Form 10-K for the year ended December 31, 1999 and in our Registration Statement on Form S-4 filed on April 18, 2000, and any amendments thereto, under the heading "Risk Factors." Slide: GENZYME TISSUE REPAIR [picture of bike racer] Growing the Future of Bio-Orthopedics Russell H. Hendon President Slide: SOURCE OF IMPORTANT INFORMATION Investors are urged to read the joint proxy statement/prospectus relating to the foregoing transaction 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 2 Commission's web site (www.sec.gov) but not as a slide, but as a legend to this filing. On April 18, 2000, Genzyme filed a preliminary version of the joint proxy statement/prospectus that is subject to completion. The joint proxy statement/prospectus and these other documents may also be obtained free from Genzyme or Biomatrix, as the case may be. Requests to Genzyme should be directed to Genzyme Corporation, One Kendall Square, Building 1400, Cambridge, Massachusetts 02139, Attn: Investor Relations, (617) 252-7500, or you can access documents on its web site (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 the documents on its web site (www.biomatrix.com) but not as a slide, but as a legend to this filing. Slide: HIGHLIGHTS o Nasdaq: GZTR o 28.5 million shares outstanding o Two marketed cell therapy products o Focus on bio-orthopedics and burn care o 1999 total revenues -- $20.3 million o Q1 2000 total revenues -- $5.9 million Slide: 1999-2000 ACCOMPLISHMENTS o Achieved sixty consecutive year of increased revenue o Significantly increased gross margin o Streamlined organization and reduced operating costs o Obtained strategic license related to Carticell II o Increased focus on bio-orthopedics with NeuroCell(TM) transfer Slide: U.S. SPORTS MEDICINE MARKET o 1.7 million knee arthroscopies in 1999 o 600,000 ACL injuries o 650,000 meniscal tears o 500,000 articular cartilage defects = 95,000 clinically significant = 40,000 repeat treatments 3 Slide: CARTILAGE REPAIR TREATMENT ALTERNATIVES o Debridement and lavage o Abrasion o Microfracture o Osteochondral autografts o Carticel(R) Slide: CARTICEL(R) o First FDA-approved cell therapy in orthopedics o Major advance in articular cartilage repair o Changing paradigm in sports medicine o ~4,000 patients treated worldwide o Long-term improvement validated through registry data Slide: GROWTH IN CARTICEL(R) REVENUES [Bar graph]
(in millions) US Europe - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- $16 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 14 $15.2 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 12 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 10 $11.0 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 8 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 6 $6.5 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 4 $3.1 $4.5 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 2 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 0 $.05 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- --------------- 1995 1996 1997 1998 1999 Q1'00 - ------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
Slide: CARTICEL(R) TREATMENT [Diagram of knee joint showing a defect and biopsy] [Diagram of injection of Carticel into knee joint] 4 [down arrow] Periosteal Flap [up arrow] [Picture of processing plant] -> [picture of product] - eGMP Cell Processing - Carticel(R) Slide: TRANSITION IN STANDARD OF CARE o Changing treatment patterns o Bringing biotechnology to sports medicine o Establishing treatment algorithm - Defining appropriate uses for Carticel(R) vs. alternative treatments o Emerging cartilage repair sub-specialty Slide: RESEARCH AND DEVELOPMENT STRATEGY Support goal of business profitability while protecting early-stage programs for future growth o Optimize current product o In-license low-cost, near-term products o Leverage technology assets - partner early-stage programs - out-license TGF-[BETA]2 Slide: QUICK TACK(TM) PERIOSTEAL FIXATION SYSTEM o Goal - Reduce surgical time - Improve surgical consistency [picture of delivery tool] - Move to less invasive surgery o Approach - Resorbable tack - Delivery tool Slide: CARTICEL(R) II o Preformed cartilage graft [picture] 5 o Licensed integral technology April 2000 o Advantages: - Arthroscopic delivery - Shorter rehabilitation - Re-surfacing of larger defects Slide: CONSISTENT FOCUS ON PROFITABILITY o Gross profits up 100% year-over-year o Continued decrease in cost of goods - [GREATER THAN] $2 million fixed cost reductions in 2000 o Increase business efficiency Slide: NEAR-TERM MILESTONES o 40-50% revenue growth 1999-2000 o Break-even in 3-4 quarters o File Quick Tack(TM) 510(k) 1H 2000 o Complete Carticel (R) II proof-of-concept preclinical studies Slide: BIO-ORTHOPEDIC STRENGTHS o The two premier bio-orthopedic products o [GREATER THAN] $100M in revenue growing 15-20% o Two direct sales forces plus five pharma distribution partners worldwide o Expanding high value pipeline Slide: STRATEGY TO IMPLEMENT VISION o Build a diversified product portfolio for targeted diseases o Utilize Genzyme's expertise and infrastructure to build a global business o Marry these capabilities to a growing competence in selling to surgeons Slide: CREATING SHAREHOLDER VALUE o Critical mass 6 - products - pipeline - revenue and cash flow o Enhanced capital structure o Improved deal flow Slide: FOCUS ON HIGH GROWTH MARKETS o Bio-Orthopedic - Osteoarthritis - Cartilage repair o Bio-Cardiothoracic - Serious ischemia - Congestive heart failure o Adhesions Slide: BIO-ORTHOPEDIC PIPELINE FOCUS o Expanding Synvisc(R) opportunities - Extending the label - Other joints - Other applications o Realize full opportunity of Carticel(R) o Adhesion prevention in joints Slide: ADHESIVE DISEASE o A large unmet medical problem [Picture of small bowel adhesion] o Market potential exceeds $500 million ********************************** SOURCE OF IMPORTANT INFORMATION Investors are urged to read the joint proxy statement/prospectus relating to the foregoing transaction 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 7 Commission's web site (www.sec.gov) but not as a slide, but as a legend to this filing. On April 18, 2000, Genzyme filed a preliminary version of the joint proxy statement/prospectus that is subject to completion. The joint proxy statement/prospectus and these other documents may also be obtained free from Genzyme or Biomatrix, as the case may be. Requests to Genzyme should be directed to Genzyme Corporation, One Kendall Square, Building 1400, Cambridge, Massachusetts 02139, Attn: Investor Relations, (617) 252-7500, or you can access documents on its web site (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 the documents on its web site (www.biomatrix.com) but not as a slide, but as a legend to this filing. 8 -----END PRIVACY-ENHANCED MESSAGE-----