AMICUS THERAPEUTICS, INC. 8-K

What Happened

• Amicus Therapeutics, Inc. announced that its stockholders approved the Agreement and Plan of Merger with BioMarin Pharmaceutical Inc. at a special virtual meeting on March 3, 2026. The Merger Agreement (dated December 19, 2025) provides for Merger Sub (Lynx Merger Sub 1, Inc.) to merge into Amicus, making Amicus a direct or indirect wholly owned subsidiary of BioMarin. The Board recommended a vote “FOR” the merger.

Key Details

• Record date: January 28, 2026 — 313,918,463 shares eligible to vote.
• Shares present/voted: 234,785,243 (≈74.79% of eligible shares).
• Merger vote results: For 234,593,492; Against 119,194; Abstentions 72,557; Broker non-votes 0.
• Advisory compensation vote (non-binding): For 209,150,012; Against 24,282,220; Abstentions 1,353,011 — approved.
• FTC cleared early HSR waiting period on February 11, 2026. Closing expected in Q2 2026 but remains subject to other customary closing conditions and required antitrust/foreign investment clearances (including certain European countries and Japan).

Why It Matters

• Stockholder approval satisfies the merger vote condition in the Merger Agreement, removing a key deal risk. However, the transaction is not final: the companies still need to obtain remaining regulatory approvals and satisfy customary closing conditions before completion. Investors should note the expected Q2 2026 close date and the regulatory approvals (antitrust and foreign investment reviews) that could affect timing or terms.