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Genzyme, Bone Care International Announce Shareholder Approval of Merger Acquisition to Strengthen Genzyme's Growing Renal Business CAMBRIDGE, Mass. and MIDDLETON, Wis., June 30 /PRNewswire-FirstCall/ -- Genzyme Corporation (NASDAQ:GENZ) and Bone Care International, Inc. (NASDAQ:BCII) announced today that holders of Bone Care common stock have approved Genzyme's acquisition of Bone Care. Genzyme anticipates the acquisition of Bone Care will become effective at 12:01 a.m. tomorrow, July 1. Bone Care shares will cease trading at the close of market today, and will be delisted from Nasdaq. The acquisition of Bone Care strengthens and diversifies Genzyme's growing renal business, and speeds the company's commercial entry into earlier stages of chronic kidney disease (CKD). "The successful completion of this important acquisition will immediately strengthen our ability to serve the needs of patients along the full spectrum of chronic kidney disease," said John P. Butler, president, Genzyme Renal. "The addition of Bone Care's products and personnel will enhance our presence with nephrologists and all who are involved in the care of patients with renal disease." Genzyme will acquire Bone Care in an all cash transaction valued at $33.00 per fully diluted share, or approximately $600 million, net of Bone Care's cash of $119 million. Genzyme has access to a total of approximately $1.5 billion in cash, cash equivalents, and a line of credit. The transaction is expected to be neutral to earnings in 2005, and accretive beyond. Genzyme will provide specific advice upon completion of purchase accounting. Integration Underway Upon completion of the acquisition, Genzyme will integrate the Bone Care operations into its Renal business. A newly combined sales operation consisting of Bone Care and Genzyme representatives will begin selling two complementary products to nephrologists in the United States: Hectorol(R) (doxercalciferol) and Renagel(R) (sevelamer hydrochloride). Hectorol is a line of vitamin D2 pro-hormone products used to treat secondary hyperparathyroidism in patients on dialysis and those with earlier stage CKD. Renagel is the only non-absorbed phosphate binder that controls phosphorus without the concerns of calcium or metal accumulation. As part of the transition, Genzyme will offer employment to a majority of Bone Care's employees. Genzyme will maintain a presence in Middleton, Wisconsin for the foreseeable future. Those Bone Care employees not retained by Genzyme will be offered severance and outplacement assistance to help them transition to new employment. Complementary Therapies The use of both Hectorol and Renagel is supported by a large and growing body of clinical evidence, and by the National Kidney Foundation's (NKF) K/DOQI guidelines for Bone Metabolism and Disease in Chronic Kidney Disease. Hectorol is a unique pro-hormone vitamin D2 analog formulation indicated for the treatment of secondary hyperparathyroidism in patients with CKD stages 3, 4, and 5. Hectorol treats secondary hyperparathyroidism, a condition that impacts a significant number of patients with earlier stages of CKD. This condition, if left untreated, can result in bone disease, muscle weakness, reduced immunity, cardiovascular disease and increased mortality. Genzyme estimates that more than 500,000 patients in the United States with CKD stage 3 and stage 4 have elevated PTH levels above K/DOQI targets. Renagel, the only calcium-free, metal-free phosphate binder, controls serum phosphorus levels in patients with CKD on hemodialysis. The K/DOQI guidelines recommend sevelamer as a first-line treatment option to control phosphorus. Hyperphosphatemia is associated with bone disease, cardiovascular disease and increased mortality. Renagel has an established safety profile, is not systemically absorbed and provides phosphorus control without the concerns of calcium or metal accumulation. Renagel is used by more than 350,000 people worldwide. Beyond Renagel's current indication for patients on hemodialysis (stage 5 CKD), Genzyme is developing sevelamer for use in hyperphosphatemic patients in earlier stages of chronic kidney disease. About Renagel(R) (sevelamer hydrochloride) Renagel is indicated for the control of serum phosphorus in patients with chronic kidney disease (CKD) on hemodialysis. Renagel is contraindicated in patients with hypophosphatemia or bowel obstruction. In a 52-week study, the most common side effects included vomiting, nausea, diarrhea, and dyspepsia. Drug-drug interactions may occur with some medications and should be taken into consideration when instructing patients how to take Renagel. For more information about Renagel, including complete prescribing information, please visit http://www.renagel.com/. About Hectorol(R) (doxercalciferol) Hectorol(R) is indicated for the treatment of secondary hyperparathyroidism in patients with Stage 3 or Stage 4 chronic kidney disease and patients with stage 5 chronic kidney disease on dialysis. Hectorol(R) should not be given to patients with a tendency towards hypercalcemia or evidence of vitamin D toxicity. Overdosage of any form of vitamin D, including Hectorol(R), is dangerous. Acute hypercalcemia may exacerbate tendencies for cardiac arrhythmias and seizures and may potentiate the action of digitalis drugs. Chronic hypercalcemia can lead to generalized vascular calcification and other soft-tissue calcification. The principal adverse effects of treatment of Hectorol(R) are hypercalcemia, hyperphosphatemia, hypercalciuria, and oversuppression of iPTH. Oversuppression of iPTH may lead to adynamic bone syndrome. About Genzyme One of the world's leading biotechnology companies, Genzyme is dedicated to making a major positive impact on the lives of people with serious diseases. Founded in 1981, Genzyme has grown from a small start-up to a diversified enterprise with annual revenues exceeding $2 billion and more than 7,000 employees in locations spanning the globe. With many established products and services helping patients in more than 80 countries, Genzyme is a leader in the effort to develop and apply the most advanced technologies in the life sciences. The company's products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant and immune diseases, and diagnostic testing. Genzyme's commitment to innovation continues today with a substantial development program focused on these fields, as well as heart disease and other areas of unmet medical need. Safe Harbor Statement This press release contains forward-looking statements, including statements about: the closing of Genzyme's acquisition of Bone Care and the timing thereof; Genzyme's entry into the CKD market; the expected impact of the anticipated transaction on Genzyme's earnings and operations; the potential benefits of the anticipated transaction; Genzyme's plans to maintain a presence in Wisconsin; the integration of Bone Care's operations and the Hectorol(R) sales and marketing organization; and plans to develop a next generation sevelamer. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, among others, the possibility that the transaction is not completed; the possibility that certain closing conditions are not met; the accuracy of the companies' information concerning the CKD market and the size of the CKD patient population; the ability to successfully integrate Bone Care's operations and programs with Genzyme's and the time and resources required to do so; the ability to attract and retain qualified employees; the actual timing and results of clinical trials for next-generation sevelamer; the actual timing and content of submissions to and decisions made by regulatory authorities concerning the approval of next-generation sevelamer; and the risks and uncertainties described in reports filed by Genzyme and Bone Care with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including without limitation the information under the heading "Factors Affecting Future Operating Results" in Genzyme's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and under the heading "Contingencies" in Bone Care's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. We caution investors not to place substantial reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this press release, and we undertake no obligation to update or revise the statements. Genzyme(R) and Renagel(R) are registered trademarks of Genzyme Corporation. Hectorol(R) is a registered trademark of Bone Care International, Inc. Genzyme's press releases and other company information are available at http://www.genzyme.com/ and by calling Genzyme's investor information line at 1-800-905-4369 within the United States or 1-703-797-1866 outside the United States. Media Contact, Genzyme Investor Contact, Genzyme Dan Quinn Sally Curley (617) 768-6849 (617) 768-6140 Media Contact, Bone Care International Brian Hayden (608) 662-7800 DATASOURCE: Genzyme Corporation CONTACT: Dan Quinn, Media Contact, +1-617-768-6849, or Sally Curley, Investor Contact, +1-617-768-6140, both of Genzyme; or Brian Hayden, Media Contact of Bone Care International, +1-608-662-7800 Web site: http://www.genzyme.com/ http://www.renagel.com/ Company News On-Call: http://www.prnewswire.com/comp/113803.html

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