Genzyme to Acquire Focal, Inc.

Move will Strengthen Genzyme Biosurgery's Leadership in Biomaterials



Apr 26, 2001, 01:00 ET from Genzyme Corp.

    CAMBRIDGE and LEXINGTON, Mass., April 26 /PRNewswire/ -- Genzyme Corp.
 will acquire Focal, Inc. (Nasdaq:   FOCL) and merge its operations with Genzyme
 Biosurgery (Nasdaq:   GZBX), 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(R)-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(R)-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(R), 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.
 
     Genzyme's releases are on the World Wide Web at http://www.genzyme.com.
 They are also available from Genzyme's fax-on-demand service at 1-800-436-1443
 in the United States and 1-201-521-1080 elsewhere.
 
     Genzyme(R) is registered trademark of Genzyme Corporation.  Synvisc(R) is
 a registered trademark of Genzyme Biosurgery Corporation.  Focal(R) and
 FocalSeal(R) are registered trademarks of Focal, Inc. Seprafilm(TM) and
 Sepramesh(TM) are trademarks of Genzyme Corporation.
 
     Cautionary Note Regarding Forward-Looking Statements
 
     This press release contains forward-looking statements within the meaning
 of the Safe Harbor Provisions of the Private Securities Litigation Reform Act
 of 1995.  Such statements are based on current expectations and beliefs of
 managements of Genzyme Corp. and Focal regarding the acquisition of Focal and
 the integration of Focal's business and operations into Genzyme's Biosurgery
 division, including without limitation statements about: the completion of the
 proposed acquisition of Focal, Inc. by Genzyme, the date the acquisition will
 be completed, the effect of the acquisition on the financial performance and
 cash position of Genzyme Biosurgery, the method of accounting and taxable
 nature of the acquisition, and the expansion of Focal's technology and the
 broadened biopolymer expertise of Genzyme Biosurgery following completion of
 the acquisition.  Actual results may materially differ due to numerous
 factors, including: conditions in the financial markets relevant to the
 proposed acquisition; the need for regulatory clearance and approvals for the
 acquisition, including the Securities and Exchange Commission's willingness to
 declare a registration statement relating to the issuance by Genzyme of shares
 to complete the acquisition and the timing of such SEC determination; the
 operational integration associated with the combination of Focal's and Genzyme
 Biosurgery's businesses, and other risks generally associated with
 transactions of this type; the ability of Focal to continue to operate its
 business successfully prior to the completion of the acquisition; the market
 acceptance of Genzyme Biosurgery's products and services; the ability of
 Genzyme Biosurgery to successfully commercialize its products and services;
 the competitive environment in the market for Genzyme Biosurgery's products
 and services; and the risks and uncertainties described in reports filed by
 Genzyme Corporation with the Securities and Exchange Commission under the
 Securities Exchange Act of 1934, as amended, including without limitation
 Exhibit 99.2 to Genzyme's 2000 Annual Report on Form 10-K.  Genzyme Biosurgery
 Division Common Stock is a series of common stock of Genzyme Corporation.
 Therefore, holders of Genzyme Biosurgery Division Common Stock are subject to
 all of the risks and uncertainties described in the aforementioned reports
 relating generally to the holders of Genzyme Corporation common stock.
 
     Where You Will Be Able to Find More Information
 
     This material is not a substitute for the prospectus/proxy statement
 Genzyme and Focal will file with the Securities and Exchange Commission.
 Investors are urged to read that document because it will contain important
 information, including detailed risk factors.  Genzyme and Focal expect to
 mail the proxy statement/prospectus describing the merger and the related
 transactions to Focal stockholders. The proxy statement/prospectus and other
 documents filed by Genzyme and Focal with the SEC will be available free of
 charge at the SEC's website (www.sec.gov) and from Genzyme or Focal by
 directing such requests to the respective contacts listed above.
 
     Focal, its directors, and certain of its executive officers may be
 considered participants in the solicitation of proxies in connection with the
 merger.  Information concerning Focal's directors and executive officers can
 be found in the documents filed by Focal with the SEC.  Certain directors and
 executive officers of Focal may have direct or indirect interests in the
 merger due to securities holdings, vesting of options, and rights to severance
 payments if their employment is terminated following the merger.  In addition,
 directors and officers, after the merger, will be indemnified by Genzyme, and
 benefit from insurance coverage, for liabilities that may arise from their
 service as directors and officers of Focal prior to the merger.  Additional
 information regarding the participants in the solicitation will be contained
 in the proxy statement/prospectus.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X53549378
 
 

SOURCE Genzyme Corp.
    CAMBRIDGE and LEXINGTON, Mass., April 26 /PRNewswire/ -- Genzyme Corp.
 will acquire Focal, Inc. (Nasdaq:   FOCL) and merge its operations with Genzyme
 Biosurgery (Nasdaq:   GZBX), 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(R)-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(R)-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(R), 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.
 
     Genzyme's releases are on the World Wide Web at http://www.genzyme.com.
 They are also available from Genzyme's fax-on-demand service at 1-800-436-1443
 in the United States and 1-201-521-1080 elsewhere.
 
     Genzyme(R) is registered trademark of Genzyme Corporation.  Synvisc(R) is
 a registered trademark of Genzyme Biosurgery Corporation.  Focal(R) and
 FocalSeal(R) are registered trademarks of Focal, Inc. Seprafilm(TM) and
 Sepramesh(TM) are trademarks of Genzyme Corporation.
 
     Cautionary Note Regarding Forward-Looking Statements
 
     This press release contains forward-looking statements within the meaning
 of the Safe Harbor Provisions of the Private Securities Litigation Reform Act
 of 1995.  Such statements are based on current expectations and beliefs of
 managements of Genzyme Corp. and Focal regarding the acquisition of Focal and
 the integration of Focal's business and operations into Genzyme's Biosurgery
 division, including without limitation statements about: the completion of the
 proposed acquisition of Focal, Inc. by Genzyme, the date the acquisition will
 be completed, the effect of the acquisition on the financial performance and
 cash position of Genzyme Biosurgery, the method of accounting and taxable
 nature of the acquisition, and the expansion of Focal's technology and the
 broadened biopolymer expertise of Genzyme Biosurgery following completion of
 the acquisition.  Actual results may materially differ due to numerous
 factors, including: conditions in the financial markets relevant to the
 proposed acquisition; the need for regulatory clearance and approvals for the
 acquisition, including the Securities and Exchange Commission's willingness to
 declare a registration statement relating to the issuance by Genzyme of shares
 to complete the acquisition and the timing of such SEC determination; the
 operational integration associated with the combination of Focal's and Genzyme
 Biosurgery's businesses, and other risks generally associated with
 transactions of this type; the ability of Focal to continue to operate its
 business successfully prior to the completion of the acquisition; the market
 acceptance of Genzyme Biosurgery's products and services; the ability of
 Genzyme Biosurgery to successfully commercialize its products and services;
 the competitive environment in the market for Genzyme Biosurgery's products
 and services; and the risks and uncertainties described in reports filed by
 Genzyme Corporation with the Securities and Exchange Commission under the
 Securities Exchange Act of 1934, as amended, including without limitation
 Exhibit 99.2 to Genzyme's 2000 Annual Report on Form 10-K.  Genzyme Biosurgery
 Division Common Stock is a series of common stock of Genzyme Corporation.
 Therefore, holders of Genzyme Biosurgery Division Common Stock are subject to
 all of the risks and uncertainties described in the aforementioned reports
 relating generally to the holders of Genzyme Corporation common stock.
 
     Where You Will Be Able to Find More Information
 
     This material is not a substitute for the prospectus/proxy statement
 Genzyme and Focal will file with the Securities and Exchange Commission.
 Investors are urged to read that document because it will contain important
 information, including detailed risk factors.  Genzyme and Focal expect to
 mail the proxy statement/prospectus describing the merger and the related
 transactions to Focal stockholders. The proxy statement/prospectus and other
 documents filed by Genzyme and Focal with the SEC will be available free of
 charge at the SEC's website (www.sec.gov) and from Genzyme or Focal by
 directing such requests to the respective contacts listed above.
 
     Focal, its directors, and certain of its executive officers may be
 considered participants in the solicitation of proxies in connection with the
 merger.  Information concerning Focal's directors and executive officers can
 be found in the documents filed by Focal with the SEC.  Certain directors and
 executive officers of Focal may have direct or indirect interests in the
 merger due to securities holdings, vesting of options, and rights to severance
 payments if their employment is terminated following the merger.  In addition,
 directors and officers, after the merger, will be indemnified by Genzyme, and
 benefit from insurance coverage, for liabilities that may arise from their
 service as directors and officers of Focal prior to the merger.  Additional
 information regarding the participants in the solicitation will be contained
 in the proxy statement/prospectus.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X53549378
 
 SOURCE  Genzyme Corp.