Genzyme Corp · DEFA14A · On 11/7/00

Filed On 11/7/00 5:17pm ET   ·   SEC File 0-14680   ·   Accession Number 912057-0-47670

Additional Definitive Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material     10     25K 

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SCHEDULE 14A
(Rule 14a-101)
 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 Proxy Statement Pursuant to Section 14(a) of the Securities
 Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|                                                     
Filed by a Party other than the Registrant |_|                                  

Check the appropriate box:                                                      
|_| Preliminary Proxy Statement           |_|      Confidential, for Use of the 
                                                   Commission Only (as permitted
|_|  Definitive Proxy Statement                    by Rule 14a-6(e)(2))         
|X|  Definitive Additional Materials                                            
|_|  Soliciting Material Under Rule 14a-12                                      

 GENZYME CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
|X| No Fee Required.                                                            
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

    1) Title of each class of Securities to which transaction applies:

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 2) Aggregate number of securities to which transaction applies:

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     3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):    

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4) Proposed maximum aggregate value of transaction:           

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5) Total fee paid:                                            

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|_|  Fee paid previously with preliminary materials.                            
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

1)  Amount Previously Paid:                                   

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2)  Form, Schedule or Registration Statement No.:             

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3)  Filing Party:                                             

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4)  Date Filed:                                               

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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.                                

 * * * *

[Along with the Joint Proxy Statement-Prospectus, Genzyme Corporation is        
distributing the following brochure to its shareholders.]                       

BROCHURE FRONT COVER                                                            

[check mark] VOTE FOR!                             [picture of scalpel]         

genzyme                                      bringing biotechnology to surgery  
BIOSURGERY                                   building shareholder value for you 

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PAGE 2 OF THE BROCHURE                                                          

Vote Today!                                                                     
Vote FOR the Creation of Genzyme Biosurgery                                     
And Be Sure to Vote ALL of Your Genzyme Shares!                                 

Dear Shareholder:                                                               

On March 6, 2000, Genzyme Corporation and Biomatrix, Inc. announced a milestone 
agreement. Unanimously approved by the Boards of Directors of both companies, it
calls for two of Genzyme's publicly held divisions-Genzyme Tissue Repair and    
Genzyme Surgical Products-to join forces and combine with Biomatrix, Inc., a    
pioneering, and profitable, developer of viscoelastic medical products, to form 
a new enterprise: Genzyme Biosurgery.                                           

We strongly believe that Genzyme Biosurgery-combining the products and product  
development capabilities of a great biotech company with the marketing          
horsepower of a great surgical products company-will be a formidable            
combination.                                                                    

It will have innovative, market-leading products, a broad product-development   
pipeline, a robust manufacturing, marketing and regulatory infrastructure, and  
substantial financial strength.                                                 

It will serve large and growing markets that, in the United States alone,       
include more than 16 million people with osteoarthritis of the knee and         
additional millions with various forms of serious heart disease.                

In short, we believe it will have the critical mass to create value for         
shareholders significantly faster than any of the three entities could achieve  
separately.                                                                     

--------------------                                                            

"We think revenues and earnings growth in the emerging field of biosurgery will 
be accelerated in the coming three- to five-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, and is one of the few with a market cap in excess of $500        
million." - Robin R. Young, CFA Managing Director, Life Sciences Research       
Stephens Inc.                                                                   

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PAGE 3 OF THE BROCHURE                                                          

[Picture of surgeons on right side of page.]                                    

BRINGING BIOTECHNOLOGY TO SURGERY                                               

Genzyme Biosurgery is creating a unique opportunity by combining advanced       
biotechnology-based products (biotherapeutics and biomaterials) with powerful   
surgical expertise to become a major player in the new, rapidly growing field   
known as biosurgery. Driving the growth of this field is the increasing use by  
surgeons of biosurgery products as alternatives to mechanical devices and other 
traditional technologies in treating orthopedic, cardiovascular and other       
injuries, conditions, and diseases. Analysts expect the biosurgery market to    
grow from $1 billion to $12 billion in sales over the next eight years.         

Genzyme Biosurgery, from day one, will have many strengths:                     

-    Innovative products, including a combined portfolio of 24 approved,        
     commercially available products, many of them early in their product growth
cycle, plus a broad pipeline of additional products in clinical       
development;                                                          

-    A premier R&D organization, world-class marketing skills, and an           
outstanding manufacturing and regulatory infrastructure; and          

-    Financial depth necessary to establish and maintain a commanding presence  
in the rapidly emerging biosurgery field.                             

--------------------                                                            

"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." - Arnold Scheller, M.D., Chief of Sports Medicine, New   
England Baptist Hospital, Pro Sports Orthopedics, Team Surgeon, Boston Celtics  

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PAGE 4 OF THE BROCHURE                                                          

[The following text is presented in dual column format. A picture of a syringe  
and gel is centered in the page.]                                               

Creating the Market Leader in the Biosurgery Field                              

[check mark in box] A successful and growing portfolio of innovative marketed   
products focused on critical orthopedic, cardiovascular, and other selected     
surgical needs, with many in the early stages of their growth.                  
These include:                                                                  

-    Synvisc-Registered Trademark-, a therapeutic biomaterial for the treatment 
    of osteoarthritis of the knee, marketed in 35 countries through agreements
with 5 major pharmaceutical companies. One million patients have been 
   treated with Synvisc since its worldwide launch in November 1997. Synvisc
     alleviates the pain associated with osteoarthritis of the knee by replacing
 the body's diseased joint fluid with a biomaterial that mimics healthy,
young joint fluid.                                                    

-    Carticel-Registered Trademark-, a cell therapy product for the repair of   
 damaged knee cartilage. This pioneering technology uses a patient's own
cartilage cells to treat cartilage damage on the thighbone part of the
     knee. Over 4300 patients worldwide have been treated with Carticel since it
     was introduced in 1995. Carticel is the first FDA-approved biologic product
for the surgical suite.                                               

-    The Sepra-Registered Trademark- family of anti-adhesion products, based on 
formulations of hyaluronan, which are used in a range of surgical     
   procedures to prevent adhesions and to aid in healing. The Sepra products
include films and meshes used in various abdominal and pelvic surgical
procedures.                                                           

[check mark in box] Established branded products used in heart and lung         
surgeries, including:                                                           

-    Pleur-Evac-Registered Trademark-, the leading chest drainage system in the 
United States                                                         

-    Immobilizer-TM-, instrumentation for minimally invasive beating heart      
surgery                                                               

-    Deknatel Snowden Pencer-Registered Trademark- line of surgical devices,    
generating in excess of $90 million a year in sales                   

-    FocalSeal-Registered Trademark- -L-a biomaterial for the prevention of air 
   leaks following lung surgery, for which the company is the North American
distributor                                                           

[check mark in box] A proven ability to successfully market and sell            
sophisticated biomaterial and surgical products in the surgical suite           

Genzyme Biosurgery's call point mastery - its ability to sell sophisticated new 
medical devices to orthopedists and heart surgeons - requires a marketing and   
sales force with a knowledge base different from that of traditional            
pharmaceutical or medical device detailing.                                     

In bringing these three businesses together to form Genzyme Biosurgery, we will 
have dedicated and proven marketing and sales teams supported by an outstanding 
manufacturing and regulatory infrastructure. Our marketing and infrastructure   
depth will make Genzyme Biosurgery the partner of choice for other              
biotechnology, biomaterial, and surgical device companies looking to collaborate
on promising new products.                                                      

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PAGE 5 OF THE BROCHURE                                                          

"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." - Patrick McCarthy, M.D., Surgical Director, Kaufman Center  
for Heart Failure, Program Director, Heart Transplantation, Cleveland Clinic    
Foundation                                                                      

--------------------                                                            

[Three photographs line the right side of the page: one of sepralfilm documents;
one of the hands of a technician dipping paper into a dish; and one of the hands
of a technician holding a vile of liquid.]                                      

[check mark in box] A robust pipeline of innovative products for bio-orthopedic 
and cardiothoracic opportunities                                                

Genzyme Biosurgery will begin operations with numerous products in clinical and 
pre-clinical development focused principally on the unmet medical needs of      
patients suffering from osteoarthritis, cartilage repair, and heart disease. Key
products include:                                                               

-    Synvisc for hip joint and other applications                               

-    Seprafilm for adhesion prevention following heart surgery and other        
applications                                                          

-    Carticel II; pre-formed cartilage tissue graft for treating knee cartilage 
damage                                                                

-    Cell therapy and gene therapy treatments for heart disease                 

[check mark in box] A strong technology platform and an R&D program to fuel     
growth With access to Genzyme's research and development group of over 450      
scientists and technicians, Genzyme Biosurgery will bring together a            
concentration of scientific expertise unrivaled in the biosurgical arena. The   
scientists and engineers on the Genzyme Biosurgery team include pioneers in the 
fields of biomaterials, gene therapy, and cell therapy who are at the cutting   
edge of device development for cardiovascular and orthopedic surgery. These and 
other R&D efforts will be supported by an annual budget sufficient to fund      
continued innovation.                                                           

[check mark in box]  Substantial financial strength                             

With pro forma 1999 revenues of $212 million, at inception Genzyme Biosurgery   
will be one of the ten largest biotechnology enterprises (in revenues) in the   
world. Its strong financial position will include approximately $75 million in  
cash, revenues estimated at $225-$235 million in 2000, and break-even on an     
operating basis in 2001. With many products early in their life cycle and other 
established products, we anticipate annual revenue growth of approximately 15%  
beginning in 2001.                                                              

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PAGE 6 OF THE BROCHURE                                                          

[check mark] vote for!                                                          

To create Genzyme Biosurgery, we need your vote!                                

Make your vote as a shareholder fully heard...by voting TODAY.                  

Please review the enclosed joint proxy statement/prospectus. Then vote FOR the  
formation of Genzyme Biosurgery.                                                

Important: If you own stock in more than one Genzyme business unit (Genzyme     
General, Genzyme Molecular Oncology, Genzyme Surgical Products, and/or Genzyme  
Tissue Repair), you will receive more than one proxy form.                      

Please vote your shares of each of those tracking stocks to make your voice as a
shareholder fully heard.                                                        

[Table]                                                                         

SHARES                                               FOR                        

Genzyme General                                      [check mark]               

Genzyme Molecular Oncology                           [check mark]               

Genzyme Surgical Products                            [check mark]               

Genzyme Tissue Repair                                [check mark]               

HOW TO VOTE                                                                     

You may vote your shares via mail, telephone, or the Internet                   

-    to vote by mail:                                                           

sign, date, and return your proxy form in the postage-paid envelope   
provided.                                                             

-    voting via telephone or the Internet                                       

is available 24 hours a day, 7 days a week. Please follow the easy    
instructions shown on the enclosed proxy form.                        

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PAGE 7 OF THE BROCHURE                                               genzyme    
                                                              BIOSURGERY
Your Vote Is Very Important                                                     

Your Board of Directors and management believe Genzyme Biosurgery will create   
opportunities for increasing shareholder value that far exceed the potential    
that exists for the three businesses separately. Help us create Genzyme         
Biosurgery. Please vote your shares to approve the transaction by phone, via the
Internet, or by signing, dating and mailing the enclosed proxy form(s).         

Please vote today. And be sure to vote all your Genzyme shares, including any   
shares you own in Genzyme General (GENZ), Genzyme Molecular Oncology (GZMO),    
Genzyme Surgical Products (GZSP), and Genzyme Tissue Repair (GZTR). Please note:
if you do not respond, you will effectively be counted as a vote against.       

If you have any questions, or need any assistance in voting your shares, please 
call our proxy solicitor, Innisfree M&A Incorporated, toll free, at             
877-750-9496.                                                                   

On behalf of the entire Board of Directors and management team, thank you for   
your continuing confidence and support.                                         

Sincerely,                                                                      

/s/ Henri A. Termeer                                                            

Henri A. Termeer                                                                
Chairman of the Board                                                           
President and Chief Executive Officer                                           

--------------------                                                            

"Now is the time to invest in cardiovascular and orthopedic companies with real 
revenue and earnings which we believe will provide upside with limited          
volatility. Expanding indications for existing medical technology, continued    
innovation to address unmet medical needs, and the convergence of devices and   
biotechnology/biomaterials are investment themes that we expect to gain         
momentum." - Sandra Hollenhorst, Med. Tech Analyst, Prudential Vector Securities

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BACK PAGE OF THE BROCHURE                                                       

Vote FOR [check mark in box]                                                    
the creation of                                                                 
Genzyme Biosurgery!                                                             

This brochure contains forward-looking statements. These include statements     
about commercializing products under development and expanding the uses for     
approved products, projected assets and revenue growth rates, the future        
financial position of the Genzyme Biosurgery division, the ability to generate  
positive cash flows by 2002, future research and development expenditures, the  
potential growth of the markets for biomaterials and biotherapeutics and the    
ability of Genzyme Biosurgery to increase market share and to have a commanding 
presence within these markets, the ability to collaborate with other companies  
in the biosurgery field, and the creation of increased shareholder value.       
Several risks and uncertainties could cause actual results to differ materially 
from those projected in the forward-looking statements. These factors include   
the ability to satisfy regulatory requirements, the outcome of clinical trials, 
the ability to convince surgeons to adopt novel products generally and Genzyme  
Biosurgery products specifically, competition from pharmaceutical and           
biotechnology companies, the ability to maintain and expand market penetration  
of approved products, difficulties and costs associated with integration of the 
businesses, the ability to manufacture products at a reasonable cost,           
legislative and regulatory changes, the strength of intellectual property       
rights, litigation, and the risk factors included in the Genzyme and Biomatrix  
SEC reports, including those under the caption "Risk Factors" in the enclosed   
joint proxy statement/prospectus.                                               

This brochure is not a substitute for the joint proxy statement/prospectus. We  
urge investors to read that document because it contains important information. 
The joint proxy statement/prospectus and the documents incorporated by reference
may be obtained free of charge at the SEC's website (www.sec.gov). In addition  
to the paper copy mailed with this brochure, the joint proxy                    
statement/prospectus is available free of charge at www.eproxyview.com/genz, or 
by contacting Innisfree M&A Incorporated, toll free, at 877-750-9496.           

A Division of Genzyme Corporation                                               
One Kendall Square                                                              
Cambridge, MA  02139-1562 USA                                                   
Tel 800-367-7874                                                                
www.genzyme.com                                                                 
                                                                         genzyme
                                                                      BIOSURGERY

-C- 2000 Genzyme Corporation. All rights reserved. Printed in USA.              

For more information or assistance in voting your shares, please call Innisfree 
M&A Incorporated, toll free, at 877-750-9496.                                   

8 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This DEFA14A Filing		Date		First		Last			Other Filings
		3/6/00		4					425, 8-K
Filed On / Filed As Of		11/7/00							425
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