|
Item 2.02
|
Results of Operations and Financial Condition.
|
In connection with the previously announced proposed acquisitionof Amicus Therapeutics, Inc. ("Amicus") by BioMarin Pharmaceutical Inc. ("Parent"), Amicus provided the following preliminary unaudited financial information to Parent, which included such information in its preliminary offering memorandum, dated January 26, 2026, relating to Parent's proposed private placement of senior notes to fund the acquisition of Amicus: As of December 31, 2025, Amicus estimates that it had approximately $294 million in cash, cash equivalents, and marketable securities. For the year ended December 31, 2025, Amicus also estimates that its total net product revenues amounted to approximately $634 million, including approximately $522 million of revenues derived from Galafold® and $112 million derived from Pombiliti® + Opfolda®.
These estimates of Amicus' cash, cash equivalents and marketable securities, total net product revenues, product revenues for Galafold® and product revenues for Pombiliti® + Opfolda® are unaudited, preliminary, and subject to Amicus' normal quarterly and annual accounting and financial statement closing procedures. Amicus has not yet completed a full accounting closing for any period subsequent to September 30, 2025. These preliminary estimates of Amicus' cash, cash equivalents and marketable securities, total net product revenues, product revenues for Galafold® and product revenues for Pombiliti® + Opfolda® have been prepared by, and are the responsibility of, Amicus' management. In addition, Ernst & Young LLP, Amicus' independent registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to such preliminary estimates. Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. It is possible that Amicus may identify items that require Amicus to make adjustments to the preliminary estimates set forth above. These preliminary estimates do not present all information necessary for an understanding of Amicus' results of operations for the fiscal year ended December 31, 2025, and should not be viewed as a substitute for full financial statements prepared in accordance with U.S. generally accepted accounting principles. There can be no assurance that actual results will not differ from the preliminary estimates presented herein. Accordingly, you should not place undue reliance on these preliminary and unaudited estimates. These preliminary unaudited estimates should be read together with the sections titled "Risk Factors" and "Forward-Looking Statements," and under similar headings of Amicus' filings with the U.S Securities and Exchange Commission (the "SEC").
The information reported under Item 2.02 is hereby incorporated by reference herein.
* * *
Important Information and Where to Find It
In connection with theproposed acquisition of Amicus by Parent (the "Transaction"), Amicus has filed with the SEC a preliminary proxy statement on January 21, 2026 (the "Proxy Statement"), the definitive version of which will be sent or provided to Amicus stockholders. Amicus may also file other documents with the SEC regarding the proposed Transaction. This document is not a substitute for the definitive Proxy Statement or any other document which Amicus may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the definitive Proxy Statement (when it is available) and other documents that are filed or will be filed with the SEC by Amicus through the website maintained by the SEC at www.sec.gov, Amicus's website at https://ir.amicusrx.com/financial-information/sec-filings or by contacting the Amicus investor relations department at the following:
Andrew Faughnan
(609) 662-3809
No Offer or Solicitation
This Current Report on Form 8-K (this "Current Report") is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Amicus and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Amicus's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in (i) Amicus' preliminary Proxy Statement for a special meeting of shareholders in connection with the Transaction, which was filed with the SEC on
January 21, 2026, including the sections therein entitled "Interests of Amicus' Directors and Executive Officers in the Merger" and "Security Ownership of Certain Beneficial Owners and Management", (ii) Amicus' Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on
February 19, 2025, including the sections therein entitled "Directors, Executive Officers, and Corporate Governance," "Executive Compensation" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", (iii) Amicus's proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on
April 24, 2025, including the sections therein entitled "Proposal 1 - Election of Class Directors," "Compensation Discussion and Analysis," "Compensation and Equity Tables," and "Share Ownership of Certain Beneficial Owners and Management," and (iv) other documents subsequently filed with the SEC from time to time, including the definitive Proxy Statement to be filed by Amicus in connection with the proposed Transaction and the special meeting of stockholders of Amicus. To the extent holdings of Amicus' securities by its directors or executive officers have changed since the amounts set forth in the filings described in the foregoing, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Amicus stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed Transaction, including the interests of Amicus directors and executive officers in the Transaction, which may be different than those of Amicus stockholders generally, by reading the definitive Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the Transaction. These documents (when available) may be obtained free of charge from the website maintained by the SEC at
www.sec.govand Amicus's website at https://ir.amicusrx.com/financial-information/sec-filings.