M&A - BIOMARIN PHARMACEUTICAL INC

Form Type: SC TO-C

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122547

Filing Summary: BioMarin Pharmaceutical Inc. has filed a Schedule TO for a planned tender offer through its wholly-owned subsidiary, Incline Merger Sub, Inc., to acquire all outstanding shares of Inozyme Pharma, Inc. This transaction is based on an Agreement and Plan of Merger dated May 16, 2025. The tender offer is aimed at expanding BioMarin's enzyme therapies portfolio. The filing includes preliminary communications about the planned acquisition and verifies that it falls under Rule 14d-1 as a third-party offer. The filing does not yet solicit any securities and is aimed at informing relevant stakeholders about the upcoming tender offer, which is still in the planning stages. It highlights potential benefits from the acquisition, such as the development of Inozyme's product candidate INZ-701, and discusses financial implications and risks associated with the transaction, including regulatory approval processes and market potential. Investors and stockholders of Inozyme are advised to await detailed tender offer materials that will be filed once the offer is officially initiated.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525121296

Filing Summary: On May 16, 2025, BioMarin Pharmaceutical Inc. entered into an Agreement and Plan of Merger with Incline Merger Sub, Inc. and Inozyme Pharma, Inc. Under the terms, Incline Merger Sub will initiate a cash tender offer for all outstanding shares of Inozyme's common stock at a price of $4.00 per share. The offer will be open for 20 business days, with specific conditions that need to be satisfied for the completion of the offer, including ownership threshold and other customary conditions. Following the tender offer, there will be a merger where Inozyme will become a wholly-owned subsidiary of BioMarin. The agreement includes certain covenants and restrictions on Inozyme regarding alternative acquisition discussions. Should Inozyme terminate the agreement to accept another proposal, it will be liable to pay BioMarin a termination fee of $8.7 million. A joint press release detailing the agreement was also announced on the same day. BioMarin believes this acquisition will enhance its enzyme therapy portfolio and aligns with its strategic goals.

Form Type: SC TO-C

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525121299

Filing Summary: On May 16, 2025, BioMarin Pharmaceutical Inc. announced the execution of an Agreement and Plan of Merger with Incline Merger Sub, Inc. and Inozyme Pharma, Inc. The agreement outlines a cash tender offer to acquire all outstanding shares of Inozyme's common stock at a price of $4.00 per share. The tender offer is scheduled to commence by June 2, 2025, and will remain open for 20 business days, subject to various conditions including the tender of at least one share more than 50% of the outstanding shares. Upon completion of the tender offer, Merger Sub will merge with Inozyme, with Inozyme becoming a wholly-owned subsidiary of BioMarin. The agreement includes customary representations and warranties, and Inozyme has agreed to certain restrictions on soliciting alternative acquisition proposals. A termination fee of $8.7 million is applicable should Inozyme terminate the agreement in favor of a superior offer. BioMarin and Inozyme issued a joint press release on the same day to inform stakeholders of the merger agreement and its implications.

Form Type: SC TO-C

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525121809

Filing Summary: BioMarin Pharmaceutical Inc. is initiating a tender offer for all outstanding shares of Inozyme Pharma, Inc. through its wholly-owned subsidiary, Incline Merger Sub, Inc. The tender offer is part of a planned acquisition under an Agreement and Plan of Merger dated May 16, 2025. This pre-commencement filing addresses the proposed acquisition, expected benefits including strengthening BioMarin's enzyme therapies portfolio, and development of Inozyme's product candidate INZ-701, which aims to treat ENPP1 deficiency. The filing reflects forward-looking statements regarding the acquisition's implications on both companies' future performance and product prospects. Further documentation will be filed as the tender offer commences, ensuring that stockholders have access to comprehensive information regarding the acquisition process.