-----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, PkGaeIb+CLuqObV41wQuhvPq4BMmtiGJ8GB+k9xfflWPsAwwiEDnXMMQp2aJKVpV Mk8kxn6TSRWR9S9UyrAQnA== 0000950135-96-004559.txt : 19961030 0000950135-96-004559.hdr.sgml : 19961030 ACCESSION NUMBER: 0000950135-96-004559 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961029 SROS: NASD GROUP MEMBERS: GENZYME CORP GROUP MEMBERS: NEOZYME II ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEOZYME II CORP CENTRAL INDEX KEY: 0000884392 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42416 FILM NUMBER: 96649399 BUSINESS ADDRESS: STREET 1: TODMAN BLDG MAIN ST ROAD TOWN CITY: TORTOLA BRITISH VIRG STATE: D8 BUSINESS PHONE: 8094942065 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE CITY: BRIDGE STATE: MA ZIP: 02139 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: SC 14D1/A 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 SC 14D1/A 1 NEOZYME II CORPORATION AMENDMENT NO. 2 TO SC 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 3 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NEOZYME II CORPORATION (NAME OF SUBJECT COMPANY) NEOZYME II ACQUISITION CORP. GENZYME CORPORATION (BIDDERS) UNITS, EACH CONSISTING OF ONE SHARE OF CALLABLE COMMON STOCK, $1.00 PAR VALUE, OF NEOZYME II CORPORATION AND ONE CALLABLE WARRANT TO PURCHASE TWO SHARES OF GENERAL DIVISION COMMON STOCK, $.01 PAR VALUE, AND 0.135 SHARE OF TISSUE REPAIR DIVISION COMMON STOCK, $.01 PAR VALUE, OF GENZYME CORPORATION (TITLE OF CLASS OF SECURITIES) G6420H146 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ PETER WIRTH, ESQ. EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL COUNSEL GENZYME CORPORATION ONE KENDALL SQUARE CAMBRIDGE, MA 02139 (617) 252-7500 WITH A COPY TO: MAUREEN P. MANNING, ESQ. PALMER & DODGE LLP ONE BEACON STREET BOSTON, MA 02108 (617) 573-0100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ CALCULATION OF FILING FEE - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Transaction Valuation*: $108,675,000 Amount of Filing Fee: $21,735 - --------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------
* For purposes of calculating fee only. This amount is based upon (a) 2,415,000 Units of Neozyme II Corporation (the "Units"), outstanding as of September 27, 1996 and (b) the price offered per Unit ($45.00). The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the Units to be purchased. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $21,735 Form or Registration No.: Schedule 14D-1 Filing Party: Neozyme II Acquisition Corp. Genzyme Corporation Date Filed: September 27, 1996
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 ("Amendment") is the final amendment relating to the offer by Neozyme II Acquisition Corp., a British Virgin Islands ("BVI") international business company (the "Purchaser") and a wholly-owned subsidiary of Genzyme Corporation, a Massachusetts corporation ("Genzyme"), to purchase all of the outstanding units, each consisting of one share of Callable Common Stock, $1.00 par value, of Neozyme II Corporation, a BVI international business company (the "Company"), and one Callable Warrant to purchase two shares of General Division Common Stock, $.01 par value, and 0.135 share of Tissue Repair Division Common Stock, $.01 par value, of Genzyme (the "Units") at a purchase price of $45.00 per Unit, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 27, 1996 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on September 27, 1996. This Amendment is being filed in accordance with Instructions D and E to Schedule 14D-1. 2 3 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The response to Item 6 is hereby amended by adding the following: The Offer expired at 5:00 p.m., New York City time, on Monday, October 28, 1996. The Purchaser accepted for payment all of the 2,385,561 Units (including 673,153 Units subject to guarantees of delivery) that were validly tendered and not properly withdrawn pursuant to the Offer. The number of Units accepted for payment by the Purchaser pursuant to the Offer equals approximately 98.8% of the outstanding Units. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) -- Offer to Purchase dated September 27, 1996* (a)(2) -- Letter of Transmittal* (a)(3) -- Notice of Guaranteed Delivery* (a)(4) -- Letter from Robertson, Stephens & Company LLC to Brokers, Dealers, Banks, Trust Companies and Other Nominees* (a)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees* (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(7) -- Press Release of Genzyme dated September 6, 1996(1) (a)(8) -- Press Release of Genzyme dated September 23, 1996(2) (a)(9) -- Press Release of Genzyme dated September 27, 1996* (a)(10) -- Summary Advertisement dated September 27, 1996* (a)(11) -- Press Release of Genzyme dated October 29, 1996 (b) -- Not Applicable (c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among Genzyme, the Purchaser and the Company(2) (c)(2) -- Research and Development Agreement, dated as of April 28, 1992 between Genzyme and the Company(3) (c)(3) -- Technology License Agreement, dated as of April 28, 1992 between Genzyme and the Company(3) (c)(4) -- Purchase Option Agreement, dated April 28, 1992, between Genzyme and the Underwriters (as therein defined)(3) (c)(5) -- Services Agreement, dated April 28, 1992, between Genzyme and the Company(4) (c)(6) -- Administrative Agreement, dated April 28, 1992, between Genzyme and the Company(3) (c)(7) -- Series 1992 Note of the Company dated April 28, 1992(3) (c)(8) -- Amendment No. 1 dated August 11, 1993 to Technology License Agreement and Research and Development Agreement between Genzyme and the Company(4) (c)(9) -- License and Development Agreement dated as of August 11, 1993 between Genzyme and Univax Biologics, Inc.(5) (d) -- Not Applicable (e) -- Not Applicable (f) -- Not Applicable - ------------ * Previously filed (1) Incorporated by reference from Amendment No. 1 to Genzyme's statement on Form 13D relating to the Company, filed with the Securities and Exchange Commission on September 6, 1996. (2) Incorporated by reference from Amendment No. 2 to Genzyme's statement on Form 13D relating to the Company, filed with the Securities and Exchange Commission on September 24, 1996. (3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 (File No. 0-14680). (4) Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 0-14680). (5) Incorporated by reference from the Quarterly Report on Form 10-Q of Univax (File No. 0-19748) for the quarter ended September 30, 1993. Confidential treatment has been granted for certain portions of this Exhibit. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NEOZYME II ACQUISITION CORP. By: /s/ Peter Wirth -------------------------------- Peter Wirth Secretary GENZYME CORPORATION By: /s/ Peter Wirth -------------------------------- Peter Wirth Executive Vice President, Legal Affairs and Chief Legal Counsel Dated: October 29, 1996 4 5 EXHIBIT INDEX DESCRIPTION ----------- (a)(1) -- Offer to Purchase dated September 27, 1996* (a)(2) -- Letter of Transmittal* (a)(3) -- Notice of Guaranteed Delivery* (a)(4) -- Letter from Robertson, Stephens & Company LLC to Brokers, Dealers, Banks, Trust Companies and Other Nominees* (a)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees* (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(7) -- Press Release of Genzyme dated September 6, 1996 (1) (a)(8) -- Press Release of Genzyme dated September 23, 1996 (2) (a)(9) -- Press Release of Genzyme dated September 27, 1996* (a)(10) -- Summary Advertisement dated September 27, 1996* (a)(11) -- Press Release of Genzyme dated October 29, 1996 (b) -- Not Applicable (c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among Genzyme, the Purchaser and the Company (2) (c)(2) -- Research and Development Agreement, dated as of April 28, 1992 between Genzyme and the Company (3) (c)(3) -- Technology License Agreement, dated as of April 28, 1992 between Genzyme and the Company (3) (c)(4) -- Purchase Option Agreement, dated April 28, 1992, between Genzyme and the Underwriters (as therein defined) (3) (c)(5) -- Services Agreement, dated April 28, 1992, between Genzyme and the Company (4) (c)(6) -- Administrative Agreement, dated April 28, 1992, between Genzyme and the Company (4) (c)(7) -- Series 1992 Note of the Company dated April 28, 1992 (3) (c)(8) -- Amendment No. 1 dated August 11, 1993 to Technology License Agreement and Research and Development Agreement between Genzyme and the Company (4) (c)(9) -- License and Development Agreement dated as of August 11, 1993 between Genzyme and Univax Biologics, Inc. (5) - ------------ * Previously filed (1) Incorporated by reference from Amendment No. 1 to Genzyme's statement on Form 13D relating to the Company, filed with the Securities and Exchange Commission on September 6, 1996. (2) Incorporated by reference from Amendment No. 2 to Genzyme's statement on Form 13D relating to the Company, filed with the Securities and Exchange Commission on September 24, 1996. (3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 (File No. 0-14680). (4) Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 0-14680). (5) Incorporated by reference from the Quarterly Report on Form 10-Q of Univax (File No. 0-19748) for the quarter ended September 30, 1993. Confidential treatment has been granted for certain portions of this Exhibit. EX-99.A11 2 PRESS RELEASE DATED OCTOBER 29, 1996 1 Exhibit (a)(11) For Immediate Release Contact: October 29, 1996 -------- Marcie Campbell (617) 252-7570 GENZYME COMPLETES TENDER OFFER FOR NEOZYME II CAMBRIDGE, Mass. -- Genzyme Corp. announced today that it, through a wholly owned subsidiary, has completed its tender offer for outstanding units of Neozyme II Corp. (Nasdaq:NIIUF) for $45 per unit in cash. Approximately 2,385,561 units or 98.8 percent were tendered and accepted for payment, including 673,153 units tendered by guarantees of delivery. The tender offer and withdrawal rights expired Monday, October 28, at 5:00 p.m. EST. 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 0.135 share of Genzyme Tissue Repair Division common stock (Nasdaq:GENZL). The tender offer was made pursuant to an agreement entered into by Genzyme and Neozyme II announced on September 23. The agreement provides that following completion of the tender offer, Genzyme will acquire all of the remaining shares of Neozyme II callable common stock through a merger of a wholly owned subsidiary of Genzyme with Neozyme II. As a result of the merger, Neozyme II unit holders who have not tendered their units will be entitled to receive $29 in cash for each share of Neozyme II callable common stock. (more) 2 Neozyme II Tender Offer -- Page 2 The callable warrants included in the untendered units will become exercisable on the effective date of the merger and remain outstanding after the merger. The exercise price will be equal to the average closing price of two shares of Genzyme General Division common stock and 0.135 share of Genzyme Tissue Repair Division common stock over the twenty trading days prior to the effective date of the merger. The warrants will expire December 31, 1998. 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, chronic skin ulcers, and neurodegenerative diseases. # # # Genzyme's releases are on the World Wide Web at http://www.prnewswire.com. They are also available from Genzyme's fax-on-demand service at 1-800-436-1443 within the United States or 1-201-521-1080 outside the United States. -----END PRIVACY-ENHANCED MESSAGE-----