BIOMARIN PHARMACEUTICAL INC 8-K

What Happened
BioMarin Pharmaceutical Inc. announced on December 19, 2025 that it entered into a definitive Agreement and Plan of Merger to acquire Amicus Therapeutics, Inc. under which each outstanding Amicus share (other than excluded or dissenting shares) will be converted into $14.50 in cash. The parties expect the transaction to close in the second quarter of calendar 2026, subject to customary conditions including Amicus stockholder approval, antitrust and foreign investment clearances and expiration of HSR waiting periods. BioMarin also issued a joint press release with Amicus and signed a debt financing commitment letter with Morgan Stanley Senior Funding, Inc. for up to ~$3.65 billion in a 364‑day senior secured bridge facility to help fund the deal.

Key Details

• Merger consideration: $14.50 cash per Amicus common share at closing.
• Equity awards: in‑the‑money Amicus options paid in cash equal to (Merger Consideration − exercise price) × shares; out‑of‑the‑money options cancelled with no payment; RSUs cashed at $14.50 × shares; PSUs converted to cash based on performance levels × $14.50.
• Financing: commitment letter for up to ~$3.65 billion bridge loan from Morgan Stanley (subject to definitive docs); BioMarin may instead use bank financing or capital markets.
• Termination fee: Amicus may owe a $175 million termination fee to BioMarin in specified circumstances (e.g., if Amicus accepts a superior offer or breaches certain deal protections).
• Timing & approvals: expected close Q2 2026; requires Amicus stockholder vote (majority) and clearance under the HSR Act and other antitrust/foreign investment laws.

Why It Matters
For investors, the deal is a clear strategic acquisition: Amicus shareholders will receive immediate cash ($14.50/share) if the merger closes, while BioMarin plans to expand its rare‑disease portfolio and has signaled expected financial benefits in forward‑looking statements. The transaction depends on regulatory clearances, a stockholder vote and financing availability; these conditions, plus the potential for competing bids (and the $175M break fee), create key execution risks that could delay or derail closing. Retail investors should watch forthcoming proxy materials, the HSR/antitrust review process, and updates on the bridge financing or any alternative funding decisions.