-----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, Fpgj8Q4cH9LRvesFPSeCXrFk3/NRmMnSJbHY/JLhKXSS86V9M4wLESfGsaN4qiCR 8gBnk/9Ao+8kK5ldHCKXRg== 0000950135-96-004804.txt : 19961113 0000950135-96-004804.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950135-96-004804 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961112 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: 96659353 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 AMENDMENT NO. 3 NEOZYME II CORPORATION & GENZYME 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. 3 ) 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. 3 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: On November 12, 1996, the sole director of the Purchaser approved a plan of merger pursuant to which the Company will be merged with and into the Purchaser (the "Merger"). The Merger is expected to become effective as soon as practicable upon the expiration of the 20 day period commencing with the mailing of the Notice to Shareholders of Neozyme II dated November 12, 1996, but in no event later than December 31, 1996. Pursuant to Section 77 of the BVI International Business Companies Ordinance, 1984, the Board of Directors of the Purchaser, as the holder of at least 90% of the outstanding shares of the Company, may effect the Merger without any action by the other shareholders of the Company. ITEM 16. ADDITIONAL INFORMATION The information contained in the Notice to Shareholders of Neozyme II Corporation dated November 12, 1996, filed as Exhibit (d)(12) hereto, is incorporated by reference. 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. (d)(12) -- Notice to Shareholders of Neozyme II Corporation dated November 12, 1996. Filed herewith. (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. November 12, 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. -- (d)(12) -- Notice to Shareholders of Neozyme II Corporation dated November 9 12, 1996. Filed herewith. (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.
8 EX-99.D12 2 NOTICE TO SHAREHOLDERS OF NEOZYME II CORPORATION 1 EXHIBIT 99.D12 NEOZYME II CORPORATION TODMAN BUILDING, MAIN STREET, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS (809) 494-2065 November 12, 1996 NOTICE IS HEREBY GIVEN that, on November 11, 1996, the sole director of Neozyme II Acquisition Corp. ("Acquisition Corp."), a British Virgin Islands ("BVI") international business company and a wholly-owned subsidiary of Genzyme Corporation ("Genzyme"), a Massachusetts corporation, approved a plan of merger pursuant to which Neozyme II Corporation ("Neozyme II"), a BVI international business company will be merged with and into Acquisition Corp (the "Merger"). Attached hereto as Exhibit A is a copy of the Plan of Merger approved by the sole director of Acquisition Corp. The Merger will become effective as soon as practicable, but in no event later than December 31, 1996. The Merger is the second and final step in the acquisition of Neozyme II by Genzyme pursuant to a Purchase Agreement dated as of September 20, 1996 (the "Purchase Agreement") among Genzyme, Acquisition Corp. and Neozyme II, which was approved by your Board of Directors. The terms of the Purchase Agreement are summarized in the accompanying Offer to Purchase dated September 27, 1996 (the "Offer to Purchase"), which was previously sent to all Neozyme shareholders. In the first step of the acquisition of Neozyme II, Acquisition Corp. made a tender offer (the "Offer") to purchase all of the outstanding units (the "Units"), each consisting of one share of Callable Common Stock and one Callable Warrant to purchase two shares of General Division Common Stock, $.01 par value per share, and 0.135 share of Tissue Repair Common Stock, $.01 par value per share, of Genzyme at a price of $45.00 per Unit in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase. The Offer was completed on October 28, 1996, at which time Acquisition Corp. acquired 2,385,686 Units, or approximately 98.8% of the outstanding Units. All directors and officers of Neozyme II and of Genzyme tendered all units held by them in the Offer. On November 8, 1996, Acquisition Corp. filed the appropriate form with the Securities and Exchange Commission to terminate the registration of the Units under the Securities Exchange Act of 1934. The Units were delisted from trading on the Nasdaq National Market on November 11, 1996. Pursuant to Section 77 of the BVI International Business Companies Ordinance, 1984, the Board of Directors of Acquisition Corp., as the holder of at least 90% of the outstanding shares of Neozyme II, may effect the Merger without any action by the other shareholders of Neozyme II. As a result of the Merger, all outstanding shares of Callable Common Stock (other than shares held by Genzyme, Neozyme II, or Acquisition Corp. or their subsidiaries and shares held by shareholders, if any, who are entitled to and perfect their appraisal rights under the BVI Law) will be cancelled and converted into the right to receive a cash payment in the amount of $29.00 per share (the "Merger Consideration"). Upon consummation of the Merger, all outstanding Callable Warrants will become exercisable and, beginning on the effective date of the Merger, will be transferable separately from the right to receive cash for the shares of Callable Common Stock formerly associated therewith. Since the Callable Warrants will remain outstanding after the Merger, no consideration will be paid in the Merger for the Callable Warrants. UNDER SECTION 83 OF THE BVI LAW, NEOZYME II SHAREHOLDERS HAVE CERTAIN DISSENTERS' RIGHTS OF APPRAISAL IN CONNECTION WITH THE MERGER. SEE "SPECIAL FACTORS -- THE PURCHASE AGREEMENT; APPRAISAL RIGHTS" IN THE ACCOMPANYING OFFER TO PURCHASE. IN ADDITION, THE FULL TEXT OF SECTION 83 OF THE BVI LAW IS SET FORTH IN ANNEX III ATTACHED TO THE OFFER TO PURCHASE. Shareholders of Neozyme II should refer to the accompanying Offer to Purchase for information concerning Neozyme II, Acquisition Corp., Genzyme, the Offer and the Merger. Please do not send in your share certificates at the present time. As soon as practicable following the effectiveness of the Merger. Genzyme shall cause instructions for surrendering certificates of Callable Common Stock in exchange for the Merger Consideration to be mailed to all former shareholders of record of Callable Common Stock. 2 EXHIBIT A PLAN OF MERGER This Plan of Merger (the "Merger Agreement") is dated as of November 12, 1996, relating to the merger of Neozyme II Acquisition Corp. ("Acquisition Corp"), a BVI international business company, and Neozyme II Corporation ("Neozyme II"), a BVI international business company. PRELIMINARY STATEMENT Acquisition Corp. is the owner of 98.8% of the outstanding shares of Neozyme II. The Board of Directors of Acquisition Corp. has determined that it is advisable for Neozyme II to merge with and into Acquisition Corp. pursuant to this Merger Agreement. ARTICLE 1 THE MERGER SECTION 1.1 THE MERGER In accordance with the provisions of this Merger Agreement and Section 77 of the BVI International Business Companies Ordinance, 1984 (the "BVI Law"), Neozyme II shall be merged with and into Acquisition Corp. (the "Merger"). Following the Merger, the separate existence of Neozyme II shall cease, and Acquisition Corp. shall continue as the surviving corporation (the "Surviving Corporation"). SECTION 1.2 EFFECTIVENESS The Merger shall become effective on the filing of Articles of Merger with the BVI Registrar of Companies, or such later time as specified therein, but in no event later than December 31, 1996 (the date of the effectiveness of the Merger being referred to herein as the "Effective Date"). ARTICLE 2 THE SURVIVING CORPORATION SECTION 2.1 NAME The name of the Surviving Corporation upon the effectiveness of the Merger shall be Neozyme II Acquisition Corp. -1- 3 SECTION 2.2 MEMORANDUM OF ASSOCIATION; ARTICLES OF ASSOCIATION The Memorandum of Association and Articles of Association of Acquisition Corp. as in effect immediately prior to the Merger shall be the Memorandum of Association and Articles of Association of the Surviving Corporation, without amendment. SECTION 2.3 DIRECTORS AND OFFICERS The directors, committees of directors and officers of Acquisition Corp. immediately prior to the effectiveness of the Merger shall be the directors, committees and officers of the Surviving Corporation each to hold office and be constituted, as appropriate, in accordance with the Articles and Memorandum of Association of the Surviving Corporation. ARTICLE 3 MANNER OF CONVERSION OF STOCK SECTION 3.1 CONVERSION OF ACQUISITION CORP. COMMON STOCK. (a) Immediately prior to the Effective Date, Acquisition Corp. has outstanding 100 shares of Common Stock, $0.01 par value per share, which is its only class of capital shares. (b) On the Effective Date, each share of Common Stock, $0.01 par value, of Acquisition Corp. issued and outstanding immediately prior thereto shall, by virtue of the Merger and without the surrender of stock certificates or any other action by the holder of such shares or any other person, be converted into and exchanged for one fully paid and nonassessable share of Common Stock, $1.00 par value, of the Surviving Corporation. SECTION 3.2 CONVERSION OF NEOZYME II CALLABLE COMMON STOCK (a) Immediately prior to the Effective Date, Neozyme II has outstanding 2,415,000 shares of Callable Common Stock (the "Shares"), $1.00 par value per share, which is its only class of capital shares, 2,385,686 of which are held by Acquisition Corp. (b) On the Effective Date, by virtue of the Merger and without any action on the part of Acquisition Corp. and Neozyme II or the holder of any of the following securities: (i) Each Share issued and outstanding immediately prior to the Effective Date (other than Shares to be cancelled pursuant to clause (ii) below and any Dissenting Shares (as herein defined)) shall be converted into and become the right to receive an amount in cash per Share equal to $29.00 (the "Merger Consideration"). (ii) Each Share issued and outstanding immediately prior to the Effective Date and owned by Genzyme Corporation ("Genzyme"), a Massachusetts corporation, Acquisition Corp. or Neozyme II or any direct or indirect subsidiary of such corporations, shall be canceled, and no payment shall be made with respect thereto. -2- 4 (iii) All Dissenting Shares shall be handled in accordance with Section 3.2(c). (c) Shares of capital stock of Neozyme II held by a shareholder who has properly exercised dissenter's rights with respect thereto in accordance with Section 83 of the BVI Law (collectively, the "Dissenting Shares") shall not be converted into Merger Consideration. From and after the Effective Date, a shareholder who has properly exercised such dissenters' rights shall no longer retain any rights of a shareholder of Neozyme II or the Surviving Corporation, except those provided under the BVI Law. If after the Effective Date such holder withdraws or loses his right to demand payment for his Shares, such Shares shall be treated as if they had been converted as of the Effective Date into the right to receive the Merger Consideration payable in respect of such Shares pursuant to Section 3.2(b)(i). SECTION 3.3 EXCHANGE OF CERTIFICATES (a) Upon surrender of a Share certificate for cancellation to the Payment Agent selected by Genzyme, the Payment Agent shall pay to the holder of such certificate the Merger Consideration multiplied by the number of Shares represented by such certificate, and the certificate so surrendered shall forthwith be canceled. Notwithstanding the foregoing, if delivery of the Merger Consideration is to be made to any person other than the person in whose name the certificate surrendered is registered, it shall be a condition of such delivery that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such delivery shall pay any transfer or other taxes required by reason of such delivery or establish to the satisfaction of Genzyme that such tax has been paid or is not applicable. Furthermore, neither Genzyme nor any affiliate of Genzyme shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws. After the Effective Date, there shall be no transfers of the Shares on the stock transfer books of Neozyme II. (b) Promptly following the date that is six months after the Effective Date, the Payment Agent shall, upon request by Genzyme, deliver to Genzyme all cash, certificates and other documents in its possession relating to the transactions described in this Merger Agreement, and the Payment Agent's duties shall terminate. Thereafter, each holder of a certificate formerly representing a Share may surrender such certificate to Genzyme and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration, without any interest thereon but shall have no greater rights against Genzyme than may be accorded to general creditors of Genzyme under applicable law. -3- -----END PRIVACY-ENHANCED MESSAGE-----