Tender Offer - BIOMARIN PHARMACEUTICAL INC
Form Type: SC TO-T/A
Filing Date: 2025-06-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525141753
Filing Summary: This document is an Amendment No. 3 to the Tender Offer Statement on Schedule TO relating to the offer by Incline Merger Sub, Inc., a wholly-owned subsidiary of BioMarin Pharmaceutical Inc., to acquire all outstanding shares of Inozyme Pharma, Inc. for $4.00 per share in cash. The amendment updates previously filed information and confirms that the early termination of the waiting period under the HSR Act was granted on June 16, 2025. The Offer is still subject to other conditions outlined in the original Offer to Purchase. Moreover, there have been two complaints filed against Inozyme by stockholders in New York state court challenging certain disclosures and threatening to halt the Transactions. In addition, Inozyme has received ten stockholder demand letters regarding omitted information. The outcomes of these legal actions could impact the completion of the tender offer.
Additional details:
Tender Offer Price: 4.00
Offeror: Incline Merger Sub, Inc.
Subject Company: Inozyme Pharma, Inc.
Company Address: 770 Lindaro Street, San Rafael, California 94901
Contact Phone: (415) 506-6700
Legal Counsel Firm: Cooley LLP
Legal Counsel Address: 3 Embarcadero Center, 20th Floor, San Francisco, CA 94111
Legal Counsel Phone: (415) 693-2000
Defendants In Litigation: Inozyme and each member of the Inozyme Board
Complaints Filed Count: 2
Complaint Captions: ["Kent v. Inozyme Pharma, Inc., et al., Index No. 653546\/2025","Clark v. Inozyme Pharma, Inc., et al., Index No. 653529\/2025"]
Stockholder Demand Letters Received: 10
Form Type: SC TO-T/A
Filing Date: 2025-06-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525140825
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO, regarding a tender offer initiated by Incline Merger Sub, Inc., a wholly-owned subsidiary of BioMarin Pharmaceutical Inc., to acquire all outstanding shares of common stock of Inozyme Pharma, Inc. The offer price is set at $4.00 per share in cash. This amendment updates information previously disclosed in the initial filing on June 2, 2025. It includes details on exploratory discussions between BioMarin and Inozyme in 2024, which did not lead to a definitive agreement. It also discusses support agreements with key stakeholders holding approximately 11.2% of Inozyme's shares and outlines ongoing negotiations and modifications to the transaction structure.
Additional details:
Offer Price: 4.00
Offeror Name: Incline Merger Sub, Inc.
Parent Company: BioMarin Pharmaceutical Inc.
Subject Company: Inozyme Pharma, Inc.
Counsel Name: Cooley LLP
Stockholder Percentage: 11.2
Form Type: SC TO-T/A
Filing Date: 2025-06-04
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525134942
Filing Summary: On June 4, 2025, BioMarin Pharmaceutical Inc. filed an amendment to their Tender Offer Statement (Schedule TO) concerning their wholly-owned subsidiary, Incline Merger Sub, Inc., which is making an offer to acquire all outstanding shares of common stock of Inozyme Pharma, Inc. The offer price is set at $4.00 per share in cash. The amendment modifies the initial Schedule TO filed on June 2, 2025, primarily addressing the Terms and Conditions related to the Regulatory Undertakings under the Merger Agreement. Specifically, it clarifies that following the signing of the Merger Agreement, both BioMarin and Inozyme must promptly file necessary notifications as per the HSR Act. It also provides updated information regarding antitrust approvals, stating that both entities have filed a Premerger Notification and Report Form under the HSR Act. The waiting period for this transaction is expected to end on June 17, 2025, unless there are changes based on regulatory evaluations.
Additional details:
Tender Offer Price: 4.00
Offeror: Incline Merger Sub, Inc.
Target Company: Inozyme Pharma, Inc.
Parent Company: BioMarin Pharmaceutical Inc.
Waiting Period Expiration: 2025-06-17T23:59:00Z
Form Type: SC TO-T
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525132730
Filing Summary: On June 2, 2025, Incline Merger Sub, Inc., a wholly-owned subsidiary of BioMarin Pharmaceutical Inc., announced a tender offer to acquire all outstanding shares of common stock of Inozyme Pharma, Inc. at a price of $4.00 per share in cash. The offer is made under the terms of the Offer to Purchase dated June 2, 2025, and includes a related Letter of Transmittal. The tender offer is designated as a third-party offer subject to Rule 14d-1 and is not an issuer tender offer. The acquisition aims to integrate Inozyme Pharma into BioMarin's operations, further expanding its portfolio in the biopharmaceutical sector. Additionally, various exhibits related to the tender offer, including financial details and agreements, have been disclosed in the filing to accompany the tender offer statement.
Additional details:
Name Of Subject Company: Inozyme Pharma, Inc.
Offeror: Incline Merger Sub, Inc.
Parent Company: BioMarin Pharmaceutical Inc.
Share Price: 4.00
Cusip Number: 45790W108
Offer Terms: cash, without interest, subject to any applicable withholding of taxes
Form Type: SC TO-C
Filing Date: 2025-05-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525121891
Filing Summary: BioMarin Pharmaceutical Inc. is initiating a tender offer through its wholly-owned subsidiary, Incline Merger Sub, Inc., to acquire all outstanding common stock of Inozyme Pharma, Inc. This preliminary communication is linked to the Agreement and Plan of Merger signed on May 16, 2025. The tender offer materials will provide further detailed information including the process for shareholders to tender their shares. The acquisition is expected to enhance BioMarin's enzyme therapies portfolio by adding Inozyme's product candidate INZ-701, which targets ENPP1 Deficiency. The filing emphasizes the potential benefits of the acquisition and highlights various risks related to the execution of this transaction. The tender offer has not yet commenced, and specific materials related to the offer will be filed with the SEC upon commencement. Investors and stockholders are advised to carefully read the forthcoming documents that will contain essential information about the proposed acquisition.
Additional details:
Name Of Subject Company: Inozyme Pharma, Inc.
Offeror Name: Incline Merger Sub, Inc.
Offeror Relationship: wholly owned subsidiary of BioMarin Pharmaceutical Inc.
Title Of Class Of Securities: Common Stock
Cusip Number: 45790W108
Contact Name: G. Eric Davis
Contact Title: Executive Vice President & Chief Legal Officer
Contact Phone Number: (415) 506-6700
Plan Of Merger Date: 2025-05-16
Product Candidate: INZ-701
Target Condition: ENPP1 Deficiency
Expected Regulatory Approval Year: 2027
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