DEFA14A: BioMarin to Acquire Amicus Therapeutics for $4.8 Billion

BioMarin Pharmaceutical Inc. will acquire Amicus Therapeutics Inc. for $14.50 per share in an all-cash transaction, expanding its rare disease portfolio.

Summary

• BioMarin Pharmaceutical Inc. (Parent) has entered into a definitive agreement to acquire Amicus Therapeutics, Inc. (Amicus) for approximately $4.8 billion in an all-cash transaction.
• Amicus shareholders will receive $14.50 per share in cash for each share of Company Common Stock.
• The acquisition price represents a 33% premium to Amicus's last closing stock price on December 18, 2025, a 46% premium to its 30-day volume-weighted average stock price, and a 58% premium to its 60-day volume-weighted average stock price.
• The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the second quarter of 2026.
• Amicus's equity awards will be converted to cash at the effective time of the merger: in-the-money options and RSUs will be cashed out based on the $14.50 per share merger consideration, and PSUs will be converted to a cash-based award based on specified performance levels.
• Amicus has resolved patent litigation with Aurobindo Pharma and Lupin Ltd. regarding generic versions of Galafold, granting licenses for U.S. market entry starting January 30, 2037.
• BioMarin intends to finance the acquisition through a combination of cash on hand and approximately $3.7 billion of non-convertible debt financing, with a bridge commitment from Morgan Stanley Senior Funding, Inc.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the significant premium offered to Amicus shareholders, the strategic fit for BioMarin, the expected financial accretion, and the resolution of key patent litigation providing long-term market exclusivity for a major product. The all-cash nature and lack of financing conditions add certainty.

Positives

• The acquisition provides Amicus shareholders with a compelling, certain, and premium value of $14.50 per share in cash.
• The offer represents significant premiums: 33% over the last close, 46% over the 30-day VWAP, and 58% over the 60-day VWAP as of December 18, 2025.
• The transaction is expected to accelerate BioMarin's revenue growth and strengthen its financial outlook, being accretive to Non-GAAP Diluted EPS in the first 12 months post-close and substantially accretive beginning in 2027.
• The acquisition diversifies BioMarin's commercial portfolio by adding two high-growth rare disease treatments: Galafold for Fabry disease and Pombiliti + Opfolda for Pompe disease.
• Resolution of Galafold patent litigation secures U.S. exclusivity for Galafold through January 2037, providing long-term revenue visibility.
• BioMarin's global commercial footprint and manufacturing capabilities are expected to expand patient access to Amicus's medicines faster.
• The transaction is not subject to financing conditions, providing certainty of funding.

Negatives

• Amicus will cease to exist as an independent publicly traded company, ending its standalone growth potential.
• The transaction involves a termination fee of $175,000,000 payable by Amicus under certain circumstances, such as accepting a superior offer or a change in board recommendation.
• The integration of the two companies may be difficult, time-consuming, or costly, potentially disrupting current plans and operations.
• There is a risk that BioMarin may not realize the full potential benefits of the transaction.

Risks

• Uncertainties exist regarding the ability to consummate the transaction and financing in the anticipated timeframe, if at all.
• The possibility of competing acquisition proposals being made could disrupt the current agreement.
• Various closing conditions may not be satisfied or waived, including potential governmental entity prohibition, delay, or approval subject to adverse conditions or limitations.
• The transaction could adversely affect relationships with employees, customers, suppliers, other business partners, or governmental entities, impacting employee retention.
• Difficulty in predicting the timing or outcome of regulatory approvals or actions.
• The impact of competitive products and pricing could affect the combined entity's performance.
• Risks related to disruption of management's time from ongoing business operations as a result of the transaction.
• Changes in Amicus's business during the period between announcement and closing of the transaction.
• Any legal proceedings and/or regulatory actions that may be instituted related to the transaction.
• Other business effects, including those of industry, economic, or political conditions outside of the companies' control.
• Costs and expenses related to the transaction, and actual or contingent liabilities.
• The effects of the transaction (or its announcement) on Amicus's and Parent's stock price and/or operating results.

Future Outlook

The transaction is expected to close in the second quarter of 2026. BioMarin anticipates the acquisition will immediately accelerate its revenue growth, increase its long-term Compound Annual Growth Rate (CAGR) through 2030 and beyond, and be accretive to Non-GAAP Diluted EPS in the first 12 months post-close, becoming substantially accretive starting in 2027. BioMarin is committed to deleveraging, targeting gross leverage below 2.5x within two years after closing. U.S. exclusivity for Galafold is expected through January 2037 due to patent litigation settlements.

Management Comments

• Alexander Hardy, President and CEO of BioMarin: "Amicus, like BioMarin, is a company that has been profoundly dedicated to transforming care for patients with rare diseases since its founding, developing and bringing to market important therapies for individuals living with Fabry disease and Pompe disease. BioMarin's scale of operations, including our global commercial footprint and industry-leading, in-house manufacturing capabilities make the combination of these companies an exceptional strategic fit."
• Alexander Hardy, President and CEO of BioMarin: "Immediately upon close, this transaction is expected to accelerate BioMarin's revenue growth and strengthen our financial outlook, delivering significant value to patients, employees and stockholders."
• Bradley L. Campbell, President and CEO of Amicus: "I am enormously proud of our Amicus team. Together with our partners in the rare disease community, we created a truly patient-centric biotech and successfully developed two transformative medicines for people living with rare diseases, which impacted the lives of more than 3,400 patients around the world."
• Bradley L. Campbell, President and CEO of Amicus: "With BioMarin's unwavering commitment to patients, along with greater resources and scale, Amicus medicines will reach even more patients around the world, faster. We are confident that this agreement is in the best interests of our shareholders by providing compelling, certain and premium value, and will accelerate progress for the rare disease community."
• Alexander Hardy, President and CEO of BioMarin (to Amicus employees): "I am inspired by your mission and focus, which aligns so well with ours, and by the incredible work all of you have done to bring Galafold and Pombiliti + Opfolda to patients."
• Alexander Hardy, President and CEO of BioMarin (to Amicus employees): "Our highest priorities in this process are to continue our companies respective momentum, support patients and the rare disease community, and support our employees."

Industry Context

This acquisition reinforces BioMarin's position as a leader in rare diseases, particularly in lysosomal storage disorders (LSDs), by integrating Amicus's established therapies, Galafold and Pombiliti + Opfolda. The move aligns with a broader industry trend of consolidation and strategic acquisitions among pharmaceutical companies seeking to expand specialized portfolios and leverage existing commercial infrastructures for orphan drugs, which often command premium pricing and have less competitive landscapes. The resolution of patent litigation for Galafold provides long-term market clarity, a valuable asset in the competitive rare disease space.

Comparison to Industry Standards

• The acquisition price of $14.50 per share represents a 33% premium to Amicus's last close, a 46% premium to the 30-day volume-weighted average stock price, and a 58% premium to the 60-day volume-weighted average stock price. These premiums are generally considered attractive in industry M&A, offering significant immediate value to Amicus shareholders.
• The combined net product revenues of $599 million over the past four quarters for Galafold and Pombiliti + Opfolda indicate a strong commercial performance for rare disease products, which is a key driver for such acquisitions in the biotechnology sector.
• BioMarin's commitment to deleveraging to gross leverage <2.5x within two years post-close is a prudent financial target, aligning with typical post-acquisition financial management strategies to maintain a healthy balance sheet.
• The extension of U.S. exclusivity for Galafold through January 2037, resulting from patent litigation settlements, provides a competitive advantage and revenue stability comparable to other successful orphan drug franchises with extended patent protection.

Corporate Governance

Legal Proceedings

• Amicus resolved patent litigation with Aurobindo Pharma and Lupin Ltd. concerning Abbreviated New Drug Applications seeking approval to market generic versions of Galafold 123 mg capsules. License agreements were entered into, allowing generic market entry in the U.S. beginning January 30, 2037.
• The parties will terminate all ongoing Hatch-Waxman litigation between Amicus and Aurobindo and Lupin regarding Galafold patents pending in the U.S. District Court for the District of Delaware.

Stakeholder Impact

• **Shareholders**: Will receive $14.50 per share in cash, representing a significant premium, providing compelling and certain value.
• **Employees**: Amicus and BioMarin will operate as separate companies until closing (Q2 2026). Post-close, continuing employees will receive comparable base salary/wage, target cash incentive compensation, and other benefits for one year. The U.S. change in control severance plan and international CIC addenda will be honored. Some hiring will be paused, and future integration plans regarding roles, job duties, and locations are pending.
• **Patients**: The acquisition is expected to accelerate the ability to bring Amicus's products (Galafold, Pombiliti + Opfolda) to more patients globally due to BioMarin's greater resources and scale.
• **Customers/Suppliers/Vendors**: Current contracts and points of contact are expected to remain the same until closing, with no immediate changes anticipated in working relationships.
• **Creditors**: The Senior Secured Term Loan Agreement will be repaid in full at closing, and associated Encumbrances will be released.

Next Steps

• Amicus will prepare and file a preliminary proxy statement with the SEC within 20 Business Days after the Agreement Date.
• Amicus will establish a record date, duly call, convene, and hold a meeting of its stockholders to vote on the adoption of the Merger Agreement.
• The parties will seek regulatory clearances, including the expiration or termination of waiting periods under the HSR Act and other antitrust authorities.
• The transaction is expected to close in the second quarter of 2026.
• Amicus will cooperate with BioMarin to delist shares from Nasdaq and deregister under the Exchange Act after the Effective Time.
• Amicus will use reasonable best efforts to deliver a customary payoff letter for the Senior Secured Term Loan Agreement at least three Business Days prior to closing.

Key Dates

Recommendation

The all-cash acquisition offers a substantial premium (33% to last close, 46% to 30-day VWAP, 58% to 60-day VWAP) to Amicus shareholders, providing immediate and certain value. The transaction is not subject to financing conditions, reducing execution risk. The resolution of patent litigation for Galafold secures long-term market exclusivity, enhancing the value of the acquired assets. For Amicus shareholders, this represents a highly favorable exit, making it a strong buy for those seeking to capitalize on the merger arbitrage spread, assuming the deal closes as expected.

Keywords

Amicus Therapeutics, BioMarin Pharmaceutical, Merger, Acquisition, Rare Diseases, Fabry Disease, Pompe Disease, Galafold, Pombiliti, Opfolda, Biotechnology, Pharmaceutical, Cash Transaction, SEC Filing, Corporate Governance, Shareholder Value, DMX-200, FSGS