M&A - Inozyme Pharma, Inc.

Form Type: SC14D9C

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525122652

Filing Summary: Inozyme Pharma, Inc. has filed a Schedule 14D-9 regarding a planned cash tender offer by Incline Merger Sub Inc., a wholly owned subsidiary of BioMarin Pharmaceutical Inc., to acquire all outstanding shares of Inozyme's common stock. The tender offer is part of the Agreement and Plan of Merger dated March 16, 2025, where Merger Sub will merge with Inozyme, making Inozyme the surviving corporation. The filing relates solely to preliminary communications made before the commencement of the tender offer. Forward-looking statements indicate the anticipated occurrence of the tender offer, potential benefits of the acquisition, and expectations regarding Inozyme’s product candidate INZ-701. The document highlights various risks and uncertainties related to the acquisition process, regulatory approvals, and market conditions. Stockholders of both companies are advised to read the upcoming offer materials carefully when available as they will contain crucial information regarding the tender offer. The communication explicitly states that the tender offer materials have not yet commenced and provides information on where to find additional details about the acquisition.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000119312525121310

Filing Summary: On May 16, 2025, Inozyme Pharma, Inc. entered into an Agreement and Plan of Merger with BioMarin Pharmaceutical Inc. and Incline Merger Sub, Inc. The Agreement stipulates that Incline Merger Sub will launch a tender offer to acquire all outstanding shares of Inozyme for $4.00 per share. The offer will initially expire 20 business days after commencement, unless extended. The merger will proceed without the need for a stockholder vote, with Inozyme becoming a wholly-owned subsidiary of BioMarin upon completion. Conditions for the offer include that more than 50% of shares must be validly tendered and that certain regulatory and legal conditions must be met. The agreement includes provisions for terminating the merger under specific circumstances and requires the Company to pay a termination fee of $8,700,000 under certain conditions. Furthermore, Stakeholders holding approximately 11.2% of shares had entered into Tender and Support Agreements to commit to tendering their shares. A joint press release was also issued on the same date to announce the merger details.