-----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, KC3lJftsR1gewmc2tJ38fHdQzWVRyTJkPce6uc0EhurF+eEJW7CB9aV373wWMIuD +DV7jcJcw+QjtuV2K4V8aA== 0000950135-96-004561.txt : 19961030 0000950135-96-004561.hdr.sgml : 19961030 ACCESSION NUMBER: 0000950135-96-004561 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961029 SROS: NASD 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42416 FILM NUMBER: 96649415 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 13E3/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 13E3/A 1 NEOZYME II CORPORATION AMENDMENT NO. 2 TO SC 13E-3 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 2 ) NEOZYME II CORPORATION AND GENZYME CORPORATION - -------------------------------------------------------------------------------- (NAME OF ISSUER) NEOZYME II CORPORATION, GENZYME CORPORATION AND NEOZYME II ACQUISITION CORP. - -------------------------------------------------------------------------------- (NAME OF PERSON(S) FILING STATEMENT) 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 OF A 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. STEVEN D. SINGER, ESQ. MAUREEN P. MANNING, ESQ. EXECUTIVE VICE PRESIDENT AND HALE AND DORR PALMER & DODGE LLP CHIEF LEGAL COUNSEL 60 STATE STREET ONE BEACON STREET GENZYME CORPORATION BOSTON, MA 02109 BOSTON, MA 02108 ONE KENDALL SQUARE (617) 526-6000 (617) 573-0100 CAMBRIDGE, MA 02139 (617) 252-7500
- -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) This statement filed in connection with (check the appropriate box): a. / / The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. /X/ A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. / / CALCULATION OF FILING FEE - ------------------------------------------------------------------------------------------------------ Transaction Valuation1: $108,675,000 Amount of Filing Fee: $21,735 - ------------------------------------------------------------------------------------------------------
/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 Filing party: Neozyme II Acquisition Corp. and Genzyme Corporation Form or registration no.: Schedule 14D-1 Date filed: September 27, 1996
2 This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Amendment") relates to the offer by Neozyme II Acquisition Corp. (the "Purchaser"), a British Virgin Islands ("BVI") international business company and a wholly-owned subsidiary of Genzyme Corporation ("Genzyme"), a Massachusetts corporation, to purchase all of the outstanding units ("the Units"), each consisting of one share of Callable Common Stock, par value $1.00 per share, of Neozyme II Corporation (the "Company"), a BVI international business company, and one Callable Warrant to purchase two shares of General Division common stock, par value $.01 per share, and 0.135 share of Tissue Repair Division common stock, par value $.01 per share, of Genzyme 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 (the "Letter of Transmittal," which, together with the Offer to Purchase, as each may be amended or supplemented, constitute the "Offer"). The Offer to Purchase and Letter of Transmittal were filed as Exhibits (d)(1) and (d)(2), respectively, to the Rule 13e-3 Transaction Statement on Schedule 13E-3 originally filed by the Company, Genzyme and the Purchaser on September 27, 1996. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 10 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. 2 3 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) -- Not applicable. (b)(1) -- Report of Robertson, Stephens & Company LLC.* (b)(2) -- Opinion of Robertson, Stephens & Company LLC. Set forth in Annex II to the Offer to Purchase dated September 27, 1996 filed as Exhibit (a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (b)(3) -- Report of Hambrecht and Quist LLC.* (b)(4) -- Opinion of Hambrecht and Quist LLC.* (c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among Genzyme Corporation, Neozyme II Acquisition Corp. and Neozyme II Corporation. Filed as Exhibit A to Amendment No. 2 to the Schedule 13D filed by Genzyme Corporation on September 24, 1996 and incorporated herein by reference. (c)(2) -- Technology License Agreement dated April 28, 1992 between Genzyme Corporation and Neozyme II Corporation. Filed as Exhibit 28.7 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(3) -- Research and Development Agreement dated as of April 28, 1992 between Genzyme Corporation and Neozyme II Corporation. Filed as Exhibit 28.8 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(4) -- Purchase Option Agreement dated April 28, 1992 between Genzyme Corporation and certain other parties named therein. Filed as Exhibit 28.9 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(5) -- Administrative Agreement dated April 28, 1992 between Genzyme Corporation and Neozyme II Corporation. Filed as Exhibit 28.10 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference.
3 4 (c)(6) -- Series 1992 Note of Neozyme II Corporation dated April 28, 1992. Filed as Exhibit 28.11 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(7) -- Services Agreement dated April 28, 1992 between Genzyme Corporation and Neozyme II Corporation. Filed as Exhibit 10.5 to the Genzyme Corporation Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. (c)(8) -- Amendment No. 1 dated as of August 11, 1993 to Technology License Agreement and Research and Development Agreement between Neozyme II Corporation and Genzyme Corporation. Filed as Exhibit 10.42 to the Genzyme Corporation Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. (c)(9) -- License and Development Agreement dated as of August 11, 1993 between Genzyme Corporation and Univax Biologics, Inc. Filed as Exhibit 10.19 to the Form 10-Q of Univax Biologics, Inc. for the quarter ended September 30, 1993 (File No. 0-19748) and incorporated herein by reference. Confidential treatment has been granted for the deleted portions of this Exhibit. (d)(1) -- Offer to Purchase dated September 27, 1996. Filed as Exhibit (a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(2) -- Letter of Transmittal. Filed as Exhibit (a)(2) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(3) -- Notice of Guaranteed Delivery. Filed as Exhibit (a)(3) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(4) -- Letter from Robertson, Stephens & Company L.P. to Brokers, Dealers, Banks, Trust Companies and Other Nominees. Filed as Exhibit (a)(4) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. Filed as Exhibit (a)(5) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Filed as Exhibit (a)(6) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(7) -- Press Release of Genzyme Corporation dated September 6, 1996. Filed as Exhibit G to Amendment No. 1 to the Schedule 13D filed by Genzyme Corporation on September 6, 1996 and incorporated herein by reference. (d)(8) -- Press Release of Genzyme Corporation dated September 23, 1996. Filed as Exhibit B to Amendment No. 2 to the Schedule 13D filed by Genzyme Corporation on September 24, 1996 and incorporated herein by reference. (d)(9) -- Summary Advertisement dated September 27, 1996. Filed as Exhibit (a)(10) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(10) -- Press Release of Genzyme Corporation dated September 27, 1996. Filed as Exhibit (a)(9) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisiton Corp. on September 27, 1996 and incorporated herein by reference. (d)(11) -- Press Release of Genzyme Corporation dated October 29, 1996. Filed as Exhibit (a)(11) to Amendment No. 2 to Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on October 29, 1996 and incorporated herein by reference. (e) -- Description of appraisal rights and procedures. Set forth in Annex III to the Offer to Purchase filed as Exhibit (a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference.
4 5 (f) -- Not applicable. (g)(1) -- Audited financial statements (and related notes) for Neozyme II Corporation as of December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and 1995, and unaudited financial statements (and related notes) for Neozyme II Corporation as of June 30, 1996 and for the six months ended June 30, 1995 and 1996.* (g)(2) -- Audited financial statements (and related notes) for Genzyme Corporation, Genzyme General Division and Genzyme Tissue Repair Division as of December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and 1995, and unaudited financial statements (and related notes) for Genzyme Corporation, Genzyme General Division and Genzyme Tissue Repair Division as of June 30, 1996 and for the six months ended June 30, 1995 and 1996. Filed as Exhibit (g)(1) to the Schedule 13E-4 filed by Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (g)(3) -- Pro forma financial statements (and related notes) for Genzyme Corporation and Genzyme General Division as of June 30, 1996 and for the year ended December 31, 1995 and for the six months ended June 30, 1996. Filed as Exhibit (g)(2) to the Schedule 13E-4 filed by Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. - --------------- * Previously filed.
5 6 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. October 29, 1996 NEOZYME II CORPORATION By: /s/ PAUL M. EDWARDS ------------------------------ PAUL M. EDWARDS President and Treasurer GENZYME CORPORATION By: /s/ PETER WIRTH ------------------------------ PETER WIRTH Executive Vice President, Legal Affairs and Chief Legal Counsel NEOZYME II ACQUISITION CORP. By: /s/ PETER WIRTH ------------------------------ PETER WIRTH Secretary 6 7 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ------------------------------------------------------------------ -------- (b)(1) -- Report of Robertson, Stephens & Company LLC. * (b)(2) -- Opinion of Robertson, Stephens & Company LLC Set forth in Annex -- II to the Offer to Purchase filed as Exhibit (a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (b)(3) -- Report of Hambrecht and Quist LLC. * (b)(4) -- Opinion of Hambrecht and Quist LLC. * (c)(1) -- Purchase Agreement dated as of September 20, 1996 by and among -- Genzyme Corporation, Neozyme II Acquisition Corp. and Neozyme II Corporation. Filed as Exhibit A to Amendment No. 2 to the Schedule 13D filed by Genzyme Corporation on September 24, 1996 and incorporated herein by reference. (c)(2) -- Technology License Agreement dated April 28, 1992 between Genzyme -- Corporation and Neozyme II Corporation. Filed as Exhibit 28.7 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(3) -- Research and Development Agreement dated as of April 28, 1992 -- between Genzyme Corporation and Neozyme II Corporation. Filed as Exhibit 28.8 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(4) -- Purchase Option Agreement dated April 28, 1992 between Genzyme -- Corporation and certain other parties named therein. Filed as Exhibit 28.9 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(5) -- Administrative Agreement dated April 28, 1992 between Genzyme -- Corporation and Neozyme II Corporation. Filed as Exhibit 28.10 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(6) -- Series 1992 Note of Neozyme II Corporation dated April 28, 1992. -- Filed as Exhibit 28.11 to the Genzyme Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 and incorporated herein by reference. (c)(7) -- Services Agreement dated April 28, 1992 between Genzyme -- Corporation and Neozyme II Corporation. Filed as Exhibit 10.5 to the Genzyme Corporation Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. (c)(8) -- Amendment No. 1 dated as of August 11, 1993 to Technology License -- Agreement and Research and Development Agreement between Neozyme II Corporation and Genzyme Corporation. Filed as Exhibit 10.42 to the Genzyme Corporation Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. (c)(9) -- License and Development Agreement dated as of August 11, 1993 -- between Genzyme Corporation and Univax Biologics, Inc. Filed as Exhibit 10.19 to the Form 10-Q of Univax Biologics, Inc. for the quarter ended September 30, 1993 (File No. 0-19748) and incorporated herein by reference. Confidential treatment has been granted for the deleted portions of this Exhibit. (d)(1) -- Offer to Purchase dated September 27, 1996. Filed as Exhibit -- (a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference.
7 8
EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- -------- (d)(2) -- Letter of Transmittal. Filed as Exhibit (a)(2) to the Schedule -- 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(3) -- Notice of Guaranteed Delivery. Filed as Exhibit (a)(3) to the -- Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(4) -- Letter from Robertson, Stephens & Company L.P. to Brokers, -- Dealers, Banks, Trust Companies and Other Nominees. Filed as Exhibit (a)(4) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(5) -- Letter to Clients for Use by Brokers, Dealers, Banks, Trust -- Companies and Other Nominees. Filed as Exhibit (a)(5) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(6) -- Guidelines for Certification of Taxpayer Identification Number on -- Substitute Form W-9. Filed as Exhibit (a)(6) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(7) -- Press Release of Genzyme Corporation dated September 6, 1996. -- Filed as Exhibit G to Amendment No. 1 to the Schedule 13D filed by Genzyme Corporation on September 6, 1996 and incorporated herein by reference. (d)(8) -- Press Release of Genzyme Corporation dated September 23, 1996. -- Filed as Exhibit B to Amendment No. 2 to the Schedule 13D filed by Genzyme Corporation on September 24, 1996 and incorporated herein by reference. (d)(9) -- Summary Advertisement dated September 27, 1996. Filed as Exhibit -- (a)(10) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(10) -- Press Release of Genzyme Corporation dated September 27, 1996. -- Filed as Exhibit (a)(9) to the Schedule 140-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (d)(11) -- Press Release of Genzyme Corporation dated October 29, 1996. Filed as Exhibit (a)(11) to Amendment No. 2 to Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on October 29, 1996 and incorporated herein by reference. -- (e) -- Description of appraisal rights and procedures. Set forth in Annex -- III to the Offer to Purchase filed as Exhibit (a)(1) to the Schedule 14D-1 filed by Genzyme Corporation and Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (g)(1) -- Audited financial statements (and related notes) for Neozyme II * Corporation as of December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and 1995, and unaudited financial statements (and related notes) for Neozyme II Corporation as of June 30, 1996 and for the six months ended June 30, 1995 and 1996. (g)(2) -- Audited financial statements (and related notes) for Genzyme -- Corporation, Genzyme General Division and Genzyme Tissue Repair Division as of December 31, 1994 and 1995 and for the years ended December 31, 1993, 1994 and 1995, and unaudited financial statements (and related notes) for Genzyme Corporation, Genzyme General Division and Genzyme Tissue Repair Division as of June 30, 1996 and for the six months ended June 30, 1995 and 1996. Filed as Exhibit (g)(1) to the Schedule 13E-4 filed by Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. (g)(3) -- Pro forma financial statements (and related notes) for Genzyme -- Corporation and Genzyme General Division as of June 30, 1996 and for the year ended December 31, 1995 and for the six months ended June 30, 1996. Filed as Exhibit (g)(2) to the Schedule 13E-4 filed by Neozyme II Acquisition Corp. on September 27, 1996 and incorporated herein by reference. - ------------ * Previously filed.
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