-----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, VdjQ+ikrpHw8Yn2W3P4qTtfRqDeWrrWwARahlUpP28KGJITiW2Yq+5dG3XauJT9p oXfK9HholvmFuCm7hrgSIA== /in/edgar/work/0000912057-00-042325/0000912057-00-042325.txt : 20000927 0000912057-00-042325.hdr.sgml : 20000927 ACCESSION NUMBER: 0000912057-00-042325 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000922 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: 727431 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 a2026344z425.txt FORM 425 Filed by Genzyme Corporation 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 Company: Biomatrix, Inc. Registration File No.: 333-34972 * * * * 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 may be directed to Sally Curley, or you can access documents on the company's Web site. Requests to Biomatrix should be directed to Anne Marie Fields, or you can access documents on the company's Web site. * * * * [The following is the text of a slide show being presented in meetings with analysts, potential investors and others.] SLIDE: Forward-looking Statements This presentation contains forward-looking statements, including statements regarding: - the consummation of the proposed merger with Biomatrix, the recapitalization of Genzyme, and the creation of Genzyme Biosurgery and a new publicly-traded stock, - the future growth, impact and success of Genzyme Biosurgery, including expectations concerning revenue, revenue growth and earnings per share, research and development expenditures and market capitalization, - the development and potential market introduction of new products and new indications for products, and - the expected allocation of Genzyme Biosurgery common stock and composition of the merger consideration. These statements are based upon the current 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 from those that are described in this presentation. These risks and uncertainties include: - conditions in the financial markets relevant to the proposed merger and recapitalization, - the likelihood of regulatory and other approvals of the transactions, - the operational integration and other risks generally associated with mergers and recapitalizations, - the results of preclinical and clinical development efforts, - market acceptance of Genzyme Biosurgery's products and services, - the availability of third-party reimbursement for Genzyme Biosurgery's products, - the ability of Genzyme Biosurgery and/or its partners to successfully commercialize products, - the ability of Genzyme Biosurgery to obtain and maintain distribution arrangements, - the accuracy of information about the biosurgery market, and - the competitive environment for the biosurgery market. We have filed more detailed descriptions of these risks and uncertainties in some of our recent filings with the SEC, including in our Registration Statement on Form S-4 filed on April 18, 2000, and any amendments thereto, under the heading "Risk Factors." We encourage you to carefully review these descriptions. SLIDE: Genzyme Biosurgery Bringing Biotechnology To Surgery [Picture of scalpel.] SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Surgical MARKETS Medical Mechanical Biological PRODUCTS SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Surgical Pharmaceuticals/ Biotechnology MARKETS Medical Mechanical Biological PRODUCTS SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Surgical Pharmaceuticals/Biotechnology MARKETS Medical Device Mechanical Biological PRODUCTS SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Surgical Pharmaceuticals/Biotechnology MARKETS Medical Device Genzyme Surgical Products / Genzyme Tissue Repair Biomatrix Mechanical Biological PRODUCTS SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Surgical Pharmaceuticals/Biotechnology MARKETS Medical Genzyme Biosurgery Device Mechanical Biological PRODUCTS SLIDE: Surgical Products Adoption Curve [A chart indicating a rise in Market Penetration over a 7 year period] SLIDE: Strategic Biosurgery Vision - Focusing on targeted diseases and call points: - Build a diversified product portfolio - Manage the pipeline to balance risk - Build competence in selling to surgeons - Leverage Genzyme's global expertise and infrastructure - Build critical mass SLIDE: Creating a New Enterprise: Genzyme Biosurgery Genzyme Surgical Products (NASD: GZSP) [right arrow] Genzyme Tissue Repair (NASD:GTZR) [right arrow] GENZYME BIOSURGERY PROPOSED TICKER (NASD:GZBX) Biomatrix, Inc. (NYSE: BXM) [right arrow] SLIDE: Genzyme Biosurgery: Transaction Terms - Biomatrix shareholders receive - 47% of GZBX shares for 72% of BXM (1 for 1) - $245M cash for 28% of BXM (cash pro-rated based on share vote) - Genzyme Tissue Repair shareholders receive - 27% of GZBX shares (0.3352 for 1) - Genzyme Surgical Products shareholders - 26% of GZBX shares (0.6060 for 1) - Approximately 35 million shares outstanding at closing SLIDE: Clear Strategic Focus: Substantial Markets Major Disease Focus ORTHOPEDIC DISEASE HEART DISEASE Osteoarthritis Ischemia Cartilage Repair Congestive Heart Failure SLIDE: Clear Strategic Focus: Established Call Points Major Disease Focus Call Point Focus Orthopedic Orthopedic Surgeons Heart Cardiothoracic Surgeons SLIDE: Clear Strategic Focus: Powerful Science [Chart] Major Disease Call Point gene therapy/cell therapy/small molecules/device/biomaterials Focus Focus Orthopedic Orthopedic Surgeons Heart Cardiothoracic Surgeons
SLIDE: Clear Strategic Focus: Strong Infrastructure [Chart] Major Disease Call Point gene therapy/cell therapy/small molecules/device/biomaterials Focus Focus Orthopedic Orthopedic Surgeons Heart Cardiothoracic Surgeons Clinical - Regulatory - Manufacturing
SLIDE: Clear Strategic Focus: Break-Through Products [Chart] Major Disease Call Point gene therapy/cell therapy/small molecules/devices/biomaterials Focus Focus Orthopedic Orthopedic X X Surgeons Heart Cardiothoracic X X Surgeons Clinical - Regulatory - Manufacturing
SLIDE: Clear Strategic Focus: Robust Pipeline [chart] Major Disease Call Point gene therapy/cell therapy/small molecules/devices/biomaterials Focus Focus Orthopedic Orthopedic X XX X X XX Surgeons Heart Cardiothoracic X X XX XX Surgeons Clinical - Regulatory - Manufacturing
SLIDE: MANAGING RISK Devices Current revenue Low R&D Moderate growth Funds sales force SLIDE: MANAGING RISK Devices Biotherapeutics Current Revenue Future revenues Low R&D High R&D Moderate Growth Explosive Growth Funds sales force SLIDE: MANAGING RISK Devices Biomaterials Biotherapeutics Current Revenue Current and future revenue Future revenue Low R&D Moderate R&D High R&D Moderate growth High Growth Explosive Growth Funds sales force SLIDE: Genzyme Biosurgery: A Strong Business - Estimated revenues of $240M in 2000 - 24 major marketed products - 7 early life cycle products that account for $140M in revenue - Target revenue growth of 15-20% in 2001 - Positive operating income in 2001 (before amortization) - Robust pipeline and global infrastructure SLIDE: Bringing Biotechnology to Orthopedics [Photograph of technician handling syringe] SLIDE: "There is a biological revolution taking place in orthopedics, offering us new tools to complement or replace current mechanical procedures. Innovative products like Carticel and Synvisc represent the foundation and promise of powerful new therapies that are transforming and improving our treatment options and patient outcomes." Dr. Arnold Scheller, M.D. New England Baptist Hospital Team Surgeon, Boston Celtics SLIDE: Bio-Orthopedic Strengths - The two premier bio-orthopedic products - $100M in revenue growing 15 - 20% in 2001 - Two direct sales forces in U.S. plus five pharma distribution partners worldwide - Expanding high value pipeline SLIDE: Bio-Orthopedic: Synvisc(R) - Viscosupplementation for Osteoarthritis - Becoming standard of care - Osteoarthritis affects approximately 21M Americans* - Record sales of 99,000 kits in 2Q 2000 - Approximately 3M syringes to date * Source: Arthritis Foundation SLIDE: Synvisc(R) Momentum Accelerates Revenues Reported by Wyeth-Ayerst [Line graph showing 1998, 1999 and 2000 revenues] $60,000,000 $50,000,000 2000/+102% $40,000,000 $30,000,000 2000/+39% 1999/+28% 1999/+61% 1999/+60% 1999/+27% $20,000,000 $10,000,000 $0 Q-1 Q-2 Q-3 Q-4 Quarter SLIDE: Bio-Orthopedic Product: Carticel(R) - Autologous cultured chondrocytes (cells) for cartilage repair - First cell therapy in orthopedics - Changing paradigm in sports medicine - Marketed since 1995 - 4,000+ patients treated worldwide - Excellent performance 85% patient improvement SLIDE: Carticel(R) Treatment Defect [cartilage image with an arrow pointing] Biopsy [image of lab researchers at work] cGMP Cell Processing [image of test tube] Periosteal Flap [cartilage image with syringe] SLIDE: Carticel(R) Revenues [Bar chart depicting Carticel(R) revenues in past five years] (in $millions) 16 $15.2 14 12 $11.0 10 $9.1 8 6 $6.6 4 2 $3.1 0 $0.6 1995 1996 1997 1998 1999 1H'2000
SLIDE: Bio-Orthopedic Product Pipeline Concept Research Preclinical Development Clinical Development Market Gene Therapy - ---------0A5025/TGF-B/ Bondek ORS - ------------------------------Tissue Welding Carticel II Sepra(R) ORS Synvisc(R) Plus - --------------------------------------------------------Hylagel Nuro Quick Tack Synvisc(R) Other joints - ----------------------------------------------------------------------------------Synvisc(R) Carticel(R) Orthevac(R) Tevdek(R)
SLIDE: Bringing Biotechnology to Cardiothoracic Surgery [photograph of medical workers performing surgery] SLIDE: "Biosurgery is the next logical step in the evolution of surgical therapies. The future will hold mechanical, cell-based, and gene-based therapies; and many previously untreatable complicated problems will be best solved by combinations of these methods." Dr. Patrick McCarthy, M.D. Surgical Director, Kaufman Center for Heart Failure Program Director Heart Transplantation, Cleveland Clinic Foundation SLIDE: Cardiothoracic Strengths - >$80M in revenue growing 10 - 15% - Well established brands - Well respected direct sales force augmented by strong distribution worldwide - High value pipeline SLIDE: Minimally Invasive Cardiac Surgery - Total potential market size $350M - Expanding growth rate - #3 in beating heart surgery market - Highly skilled direct surgical salesforce SLIDE: FocalSeal-L Surgical Sealant - Genzyme Surgical Product sells Focal's surgical sealant in North America - First labeled indication: air leaks in lung surgery - $70M North America market opportunity - Complements biomaterial product portfolio - Product launch in August 2000 SLIDE: Cardiothoracic Product Pipeline Concept Research Preclinical Development Clinical Development Market Surface Modification - -----------------Cell Therapy (Ventricular Aneurysm) Drug Delivery: Atrial Fibrillation -Local, Sustained Anesthetic Gene Therapy, -CHF, -Restenosis - --------------------------------Cell Therapy Ventricular Restoration - --------------------------------Gene Therapy Angiogenesis - ----------------------------------------------------------Seprafilm Adhesions - ------------------------------------------------------------------------------------MISCV Sepra FilmI Focal Seal-L
SLIDE: Gene Therapy for Cardiovascular Disease [Chart] Hypoxia Inducible Factor (HIF-1(alpha)) O2 [right arrow] Sensor Heme - O2 [right arrow] O2 Sensor Heme [down arrow] HIF-1(alpha) arrows pointing to each term listed below] Anaerobic Angiogenesis Vasodilation Enthropoiesis Other Genes Metabolism VEGF/VEGF-R Nitric Oxide Synthase EPS Glycolytic Enzymes
SLIDE: HIF-1(alpha) Angiography A [image] VEGF165 B [image] HIF-1(alpha) C [image] (beta)-gal SLIDE: HIF-1(alpha) Clinical Status - 3Q 1999 Phase I clinical trial for Peripheral Vascular Disease - 1H 2000 Phase I clinical trial for Ischemic Heart Disease - Second Phase I clinical trial for CABG approved by FDA; RAC review in 4Q 2000 SLIDE: Genzyme Biosurgery: Other Revenues - General Surgery - Adhesion Prevention - Plastic Surgery - Ophthalmic - Veterinarian - Other SLIDE: Genzyme Biosurgery: A Leader in Adhesion Prevention New Anti-adhesion Applications - Hernia repair - Cardiovascular surgery - Sinus surgery - Laparoscopic surgery - Orthopedics - Gynecological (infertility) - Spinal New Formulations - Sepra Film(R) - Sepragel(R) - Sepramesh(TM) - Hylagel(R) Nuro SLIDE: A Unique Investment "We think revenues and earnings growth in the emerging field of biosurgery will be accelerated in the coming 3 - 5 year period. Winners are identifiable even now thereby setting the stage for extraordinary investor returns. Genzyme Biosurgery has emerged quickly as one of the defining players in this field." Robin Young Senior Vice President, Life Sciences Stephens, Inc. -----END PRIVACY-ENHANCED MESSAGE-----