Tender Offer - Inozyme Pharma, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-06-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525141714
Filing Summary: Inozyme Pharma, Inc. filed an amendment to its Solicitation/Recommendation Statement regarding a tender offer by Incline Merger Sub, Inc., a wholly owned subsidiary of BioMarin Pharmaceutical Inc. The tender offer is for all issued and outstanding shares of Inozyme's common stock at a price of $4.00 per share. This amendment reflects updates regarding antitrust filings under the HSR Act, stating that on June 16, 2025, the FTC granted early termination of the waiting period for the transaction. The amendment also discloses ongoing legal challenges from purported stockholders regarding disclosure in the Schedule 14D-9, including two complaints filed in New York state court. These complaints seek to prevent the transaction and request disclosure of omitted information. Inozyme has also received stockholder demand letters related to the same issues, which could impact the transaction's progression.
Additional details:
Title Of Class: common stock
C Usip Number: 45790W108
Email: [email protected]
Phone: (857) 330-4340
Address: 321 Summer Street, Suite 400, Boston, MA 02210
Legal Proceedings Description: Two complaints filed in New York state court challenge the disclosures in the Schedule 14D-9. Complaints: Kent v. Inozyme Pharma, Inc., et al., Index No. 653546/2025; and Clark v. Inozyme Pharma, Inc., et al., Index No. 653529/2025.
Offer Price: $4.00
Merger Partner: BioMarin Pharmaceutical Inc.
Amendment Reason: Reflecting amendments and updates in the tender offer terms.
Form Type: SC 14D9/A
Filing Date: 2025-06-04
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525134977
Filing Summary: This document is an amendment to the Solicitation/Recommendation Statement under the Schedule 14D-9 for Inozyme Pharma, Inc. The amendment updates the information related to a tender offer by Incline Merger Sub, Inc., a subsidiary of BioMarin Pharmaceutical Inc., to acquire all outstanding shares of Inozyme’s common stock at a price of $4.00 per share. The amendment reflects changes in the treatment of company options and includes details about executive officer stock options and the HSR Act filing for antitrust approvals. It highlights that both Inozyme and BioMarin have filed the Premerger Notification on June 2, 2025, with the FTC and Antitrust Division, seeking early termination of the waiting period. The anticipated expiration of this period is June 17, 2025, with a note on potential challenges under antitrust laws. The signatory is Douglas A. Treco, CEO of Inozyme Pharma, indicating the document's accuracy and completion.
Additional details:
Cik Number: 0001579631
Company Name: Inozyme Pharma, Inc.
Tender Offer Price: 4.00
Acquisition Company Name: BioMarin Pharmaceutical Inc.
Subsidiary Name: Incline Merger Sub, Inc.
Hsr Filing Date: 2025-06-02
Waiting Period Expires: 2025-06-17
Form Type: SC 14D9
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525132769
Filing Summary: Inozyme Pharma, Inc. filed a Schedule 14D-9 with the SEC regarding a tender offer initiated by Incline Merger Sub, Inc., a wholly-owned subsidiary of BioMarin Pharmaceutical Inc. The tender offer aims to acquire all outstanding shares of Inozyme's common stock at a price of $4.00 per share in cash. The document outlines the details of the offer, including the number of shares currently outstanding, conditions for the offer's acceptance, and the implications of the merger for various stakeholders. The offer is contingent upon several conditions including the acceptance of sufficient shares, accurate representations from Inozyme, and favorable regulatory outcomes. Upon successful completion of the offer, Inozyme will merge with the purchaser, ceasing to be a publicly traded company. Important provisions regarding the treatment of outstanding company options, restricted stock units, and employee stock purchase plans are detailed, indicating that holders will receive cash payments based on the merger consideration. The document emphasizes the process for executing the merger and the rights of shareholders and employees during this transition, with a target expiration date for the offer of June 30, 2025, unless extended.
Additional details:
Offer Price: 4.00
Expiration Date: 2025-06-30
Form Type: SC14D9C
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525121735
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. The tender offer aims to acquire all outstanding shares of Inozyme common stock at a specified price once commenced. This transaction is the result of a Merger Agreement dated March 16, 2025, with the merger designating Inozyme as the surviving corporation under Delaware law. The filing serves as preliminary communication related to the tender offer and provides insights into the strategic rationale behind the acquisition, highlighting potential benefits for BioMarin’s enzyme therapy portfolio and details regarding Inozyme’s product candidate, INZ-701, aimed at treating ENPP1 Deficiency. The forward-looking statements indicate expected benefits, market potential, and anticipated timelines related to the development and regulatory approval of INZ-701. Stakeholders are advised to be cognizant of the risks and uncertainties associated with the acquisition and advised to read all relevant tender offer documents as they become available.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 45790W108
Contact Person Name: Douglas A. Treco, Ph.D.
Contact Person Title: Chief Executive Officer
Contact Person Address: 321 Summer Street, Suite 400 Boston, Massachusetts, 02210
Contact Person Phone: (857) 330-4340
Law Firm Name: Goodwin Procter LLP
Law Firm Address: One Commerce Square 2005 Market St., 32nd Floor Philadelphia, PA 19103
Law Firm Phone: (445) 207-7805
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