Can't say that this disproves your point...
April 26 /PRNewswire/ -- Genzyme Corp. will acquire Focal, Inc. (Nasdaq: FOCL - news) and merge its operations with Genzyme Biosurgery (Nasdaq: GZBX - news), the companies announced today. Genzyme, which currently holds 22 percent of Focal, will acquire the remaining 78 percent of the Lexington, Mass.-based company in an exchange of Genzyme Biosurgery stock for Focal stock.
The merger is expected to close in the second or third quarter of 2001, pending approval by Focal shareholders. It adds Focal's intellectual property portfolio and expertise with synthetic biomaterials to Genzyme Biosurgery's resources, infrastructure, and portfolio of products in the area of surgical biomaterials. Genzyme Biosurgery also will gain worldwide rights to market FocalSeal®-L, a synthetic liquid polymer it currently markets in North America that is used to seal air leaks that develop during lung surgery. Genzyme Biosurgery also acquires a pipeline of biomaterials being developed for other types of surgeries, including FocalSeal®-S for use in sealing the dura following brain or spinal surgery.
``We have been very pleased by our initial work with FocalSeal-L, and are excited about the chance to gain worldwide rights to the product,'' said Duke Collier, president of Genzyme Biosurgery. ``Obtaining Focal's extensive intellectual property and promising product pipeline will expand our leadership position in the emerging field of surgical biomaterials. Moreover, this merger will be immediately accretive both to our earnings and to our cash position.''
Genzyme Biosurgery began marketing FocalSeal-L surgical sealant in North America in July 2000, and so far more than 180 hospitals in the United States have adopted the product. In exchange for these marketing rights, Genzyme has invested $15 million in Focal, and currently holds an equity share of approximately 22 percent.
Under the terms of the merger agreement, Focal shareholders will receive 0.1545 shares of Genzyme Biosurgery stock for each share of Focal stock they hold. Long-term institutional shareholders, representing approximately 12.5 percent of Focal's outstanding shares, have entered into voting agreements and will vote their shares to approve the merger. Genzyme and Focal also agreed to modify certain terms of their existing stock purchase agreement in light of the merger agreement. Approximately 2.1 million shares of Genzyme Biosurgery stock will be used in the transaction.
It is expected that the merger will be accounted for using the purchase method of accounting, and it will be structured as a taxable transaction. ``We are very pleased with this merger,'' said Ron Rudowsky, president and CEO of Focal. ``Focal's executive management team and our Board of Directors believe it is in the best interest of both our shareholders and our employees to combine resources at this time. Genzyme Biosurgery's newly expanded organization and mission is well suited to continue the market development of the surgical sealant business. Its financial and technical resources and commitment to pioneering new biomaterial products will help expand the range of applications for Focal's proprietary biomaterial platform. We are confident that Focal will play an important role in Genzyme Biosurgery's future.''
The acquisition solidifies Genzyme Biosurgery's position as a world leader in the use of biopolymers to improve surgical outcomes. By adding FocalSeal-L surgical sealant and Focal's products in development to a lineup that already includes Synvisc®, Seprafilm(TM) and Sepramesh(TM), Genzyme Biosurgery broadens both its commercial base and its expertise and intellectual property portfolio in both synthetic and natural biopolymers. This broad base will provide increased flexibility to address a wide range of surgical needs. Genzyme Biosurgery is a leader in the emerging market for sophisticated biotechnology products used to improve or replace surgery. Its portfolio of products is concentrated in two rapidly growing markets: orthopaedics and heart disease. Genzyme Biosurgery is developing a pipeline of biomaterials and biotherapeutics for these markets, as well as a group of biomaterials products with broader surgical applications. Genzyme Biosurgery is a division of Genzyme Corp.
Focal, Inc. develops, manufactures and commercializes a proprietary platform polymer technology currently used for synthetic, absorbable, liquid surgical sealants, and being investigated for other purposes, including drug delivery and tissue engineering. In addition to its commercial surgical sealants for lung and neurological surgery, the company's FocalSeal-L and FocalSeal-S surgical sealant products are currently being developed for use inside the body to seal leaks resulting from cardiovascular and gastrointestinal surgery. |
