-----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, OiUzOEAs2d6/JCPnn7Blf6AqC2Bq5LRJmqSSRdtYhBlqLc6DN8ncdazbalP6zvrg dQKwkj+xi8iUmZ/TMkP5Cg== /in/edgar/work/0000912057-00-050933/0000912057-00-050933.txt : 20001121 0000912057-00-050933.hdr.sgml : 20001121 ACCESSION NUMBER: 0000912057-00-050933 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001120 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: 773502 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 a2031645z425.txt FORM 425 Filed by Genzyme Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 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, along with the documents incorporated by reference into that document, may be obtained free of charge at the Securities and Exchange Commission's website (www.sec.gov). The joint proxy statement/prospectus and these other documents may also be obtained for free from Genzyme or Biomatrix. Requests to Genzyme should be directed to Genzyme Corporation, One Kendall Square, Building 1400, Cambridge, Massachusetts 02139, Attn: Investor Relations, (617) 252-7500. Requests to Biomatrix should be directed to Biomatrix, Inc., 65 Railroad Avenue, Ridgefield, New Jersey 07657, Attn: Investor Relations, (201) 945-9550. * * * * [The following is the text of a slide show being presented in meetings with analysts, potential investors and others.] SLIDE: genzyme BIOSURGERY Bringing Biotechnology To Surgery [Picture of scalpel.] SLIDE: Forward-looking Statements This presentation contains forward-looking statements, including statements regarding: - the consummation of the proposed merger with Biomatrix, recapitalization of Genzyme, and 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 Securities and Exchange Commission, including in the joint proxy statement/prospectus relating to the proposed merger with Biomatrix dated November 3, 2000, under the heading "Risk Factors." We encourage you to carefully review these descriptions. SLIDE: Source of Important Information Investors are urged to read the joint proxy statement/prospectus dated November 3, 2000 relating to the foregoing transaction as filed with the Securities and Exchange Commission because it contains important information. The joint proxy statement/ prospectus and other documents filed by Genzyme and Biomatrix with the Commission may be obtained 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 be directed to Genzyme Corporation, One Kendall Square, Building 1400, Cambridge, Massachusetts 02139, Attn: Investor Relations, (617) 252-7500. Requests to Biomatrix should be directed to Biomatrix, Inc., 65 Railroad Avenue, Ridgefield, New Jersey 07657, Attn: Investor Relations, (201) 945-9550. SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Medical Pharmaceuticals/Biotechnology MARKETS Surgical Device Genzyme Surgical Products / Genzyme Tissue Repair Biomatrix Mechanical Biological PRODUCTS SLIDE: Biosurgery: The Convergence of Mechanical and Biological Approaches [Chart] Medical Pharmaceuticals/Biotechnology MARKETS Surgical Genzyme Biosurgery Device Mechanical Biological PRODUCTS SLIDE: Strategic Biosurgery Vision - Build a focused biosurgery business: - With a diversified product portfolio - A strong, risk-balanced pipeline - Targeted at selected diseases and call points - Leveraging Genzyme's global infrastructure - With critical mass in science, product development, manufacturing and sales 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 elections) - 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: Genzyme Biosurgery Transaction - Proxy Statement/Prospectus declared effective November 3, 2000 - Proxy mailing November 9, 2000 - Biomatrix shareholder meeting December 7, 2000 - Genzyme shareholder meeting December 15, 2000 SLIDE: Clear Strategic Focus: Substantial Markets Major Disease Focus ORTHOPEDIC DISEASE Osteoarthritis Cartilage Repair HEART DISEASE Ischemia 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/devices/ Focus Focus biomaterials Orthopedic Orthopedic Surgeons Heart Cardiothoracic Surgeons SLIDE: Clear Strategic Focus: Strong Infrastructure [Chart] Major Disease Call Point gene therapy/cell therapy/small molecules/devices/ Focus Focus biomaterials 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: A Solid Foundation 2000E: $100M Devices - Current revenue - Low R&D - Moderate growth potential - Supports sales force SLIDE: MANAGING RISK: An Exciting Future 2000E: $100M 2000E: $25M Devices Biotherapeutics - Current revenue - Future revenues - Low R&D - High R&D - Moderate growth potential - Explosive growth potential - Supports sales force SLIDE: MANAGING RISK: Bridging the Future [line] 2000E: $100M [line] 2000E: $100M BIOMATERIALS 2000E: $25M Devices Biotherapeutics - Current Revenue - Current and future - Future revenues revenue - Low R&D - Moderate R&D - High R&D - Moderate growth - High growth - Explosive growth potential potential potential - Supports sales force SLIDE: Genzyme Biosurgery: A Strong Business - Estimated revenues of $225M-$235M in 2000 - 24 major marketed products - 7 early life cycle products that account for $135M in revenue - Target revenue growth of approximately 15% in 2001 - Break-even on an operating basis in 2001 (before amortization) - Robust pipeline and global infrastructure SLIDE: Bringing Biotechnology to Orthopedics [Photograph of technician handling syringe and vial] 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 - Two direct sales forces in U.S. plus five pharma distribution partners worldwide - Expanding high value pipeline SLIDE: Bio-Orthopedic: Synvisc-Registered Trademark- - Viscosupplementation for Osteoarthritis (OA) - American College of Rheumatology recommends Synvisc-Registered Trademark-as standard of care for treatment of OA of the knee (9/21/00) - Osteoarthritis affects approximately 21M Americans* - U.S. end-user sales > $130M year-to-date 2000 * Source: Arthritis Foundation SLIDE: Synvisc-Registered Trademark- Momentum Accelerates Revenues Reported by Wyeth-Ayerst [Line graph showing 1998, 1999 and 2000 revenues] $60,000,000 2000/+44% $50,000,000 2000/+102% $40,000,000 $30,000,000 2000/+39% 1999/+28% 1999/+61% 1999/+60% 1999/+27% $20,000,000 [Line of 1998 revenues] $10,000,000 $0 Q-1 Q-2 Q-3 Q-4 Quarter SLIDE: Bio-Orthopedic Product: Carticel-Registered Trademark- - Autologous cultured chondrocytes (cells) for cartilage repair - First cell therapy in orthopedics - 4,000+ patients treated worldwide - 85% patient improvement SLIDE: Carticel-Registered Trademark- Treatment Defect [cartilage image with an arrow pointing to defect] [Arrow starting from prior image and pointing to next image] Biopsy [Arrow starting from prior image and pointing to next image] [image of lab researchers at work] cGMP Cell Processing [Arrow starting from prior image and pointing to next image] [image of test tube] Carticel-Registered Trademark- [Arrow starting from prior image and pointing to next image] Periosteal Flap [cartilage image with syringe] SLIDE: Carticel-Registered Trademark- Revenues [Bar chart depicting Carticel-Registered Trademark- revenues in past five years] (in $millions) 16 $15.2 14 12 $11.0 10 $13.1 8 6 $6.6 4 2 $3.1 0 $0.6 1995 1996 1997 1998 1999 2000-YTD SLIDE: Bio-Orthopedic Product Pipeline
Concept Research Preclinical Development Clinical Development Market Gene Therapy - ---------0A5025/TGF-B/ Bondek ORS - --------------------------Tissue Welding Carticel II Sepra-Registered Trademark- ORS Synvisc-Registered Trademark- Plus - -----------------------------------------------------Hylagel Nuro Quick Tack Synvisc-Registered Trademark-: other joints - ---------------------------------------------------------------------Synvisc-Registered Trademark- Carticel-Registered Trademark- Orthevac-Registered Trademark- Tevdek-Registered Trademark-
SLIDE: Focus on Significant Opportunities - Expanding Synvisc-Registered Trademark- opportunities - Extending the label - Other joints - Other applications - Realizing the full opportunity of the Carticel-Registered Trademark- technology - Adhesion prevention SLIDE: Bringing Biotechnology to Cardiothoracic Surgery [photograph of surgeons 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 - Well established brands - Well respected direct sales force augmented by strong distribution worldwide - High value pipeline - Attractive partner 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-TM- Adhesions - -----------------------------------------------------------------------------MISCV Sepra Film-Registered Trademark-I Focal Seal-Registered Trademark-L
SLIDE: Innovative CV Cell Therapy R&D - - Autologous cell therapy for damaged heart muscle - - Post-MI scarring is initial target - - Collaboration with Richard Weisel, M.D., Toronto General Hospital - - Early preclinical studies show promise 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 from angiogram showing blood vessels] VEGF165 B [image from angiogram showing blood vessels] HIF-1(alpha) C [image from angiogram showing blood vessels] (beta)-gal SLIDE: HIF-1(alpha) Clinical Status - 3Q 1999 U.S. Phase I clinical trial for Peripheral Vascular Disease - 2H 2000 U.S. Phase I clinical trial for Coronary Artery Disease (CAD) - 2001 European CAD trials SLIDE: Genzyme Biosurgery: A Leader in Adhesion Prevention New Anti-Adhesion Applications New Formulations - Hernia repair - Sepra Film-Registered Trademark- - Cardiovascular surgery - Sepragel-Registered Trademark- - Sinus surgery - Sepramesh-TM- - Laparoscopic surgery - Hylagel-Registered Trademark-Nuro - Orthopedics - Gynecological (infertility) - Spinal SLIDE: Genzyme Biosurgery: Other Revenues - General Surgery - Adhesion Prevention - Plastic Surgery - Ophthalmic - Veterinarian - Other SLIDE: Creating a Powerful Biotech Business - A diversified product portfolio, focused primarily in orthopedics and heart disease - A robust, risk-adjusted pipeline resting on well-regarded scientific platforms - Global expertise and infrastructure - Strong leadership position in an exciting new market SLIDE: Typical Surgical Products Adoption Curve [A chart indicating a rise in market penetration over a 7 year period.] -----END PRIVACY-ENHANCED MESSAGE-----