SEC Form 8-K filed by Amicus Therapeutics Inc.

As previously disclosed, on December 19, 2025, Amicus Therapeutics, Inc. ("Amicus") entered into an Agreement and Plan of Merger (the "Merger Agreement") with BioMarin Pharmaceutical Inc. ("BioMarin") and Lynx Merger Sub 1, Inc., a wholly owned subsidiary of BioMarin ("Merger Sub"), providing for the merger of Merger Sub with and into Amicus (the "Merger"), with Amicus surviving the Merger as a wholly owned subsidiary of BioMarin.

 

On April 23, 2026, the Ministry of Economics and Finance in France granted clearance for the Merger under the French foreign direct investment screening procedures (the "French FDI Clearance"). Under the Merger Agreement, receipt of the French FDI Clearance satisfies the final condition to the Merger other than conditions that by their nature are to be satisfied at the closing of the Merger. The Merger is expected to close on April 27, 2026.

This Current Report on Form 8-K contains forward-looking statements about, among other things, expectations for the date of closing of the Merger and other statements that are not historical facts. Actual results could differ materially from those anticipated in these forward-looking statements. Except as required by law, each of BioMarin and Amicus assumes no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. These statements, which represent each of BioMarin's and Amicus' current expectations or beliefs concerning various future events that are subject to significant risks and uncertainties, may contain words such as "may," "will," "would," "could," "expect," "anticipate," "intend," "plan," "believe," "estimate," "project," "seek," "should," "strategy," "future," "opportunity," "potential" or other similar words and expressions indicating future results.

These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these statements. Forward-looking statements reflect current beliefs and expectations; however, these statements involve inherent risks and uncertainties, including, without limitation, with respect to: consummating the Merger in the anticipated time frame, if at all; the time-consuming and uncertain regulatory approval process; any legal proceedings related to the Merger; and other risks and uncertainties affecting BioMarin and Amicus, including those risk factors detailed in BioMarin's and Amicus' filings with the Securities and Exchange Commission, including, without limitation, the risk factors contained under the caption "Risk Factors" in BioMarin's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Amicus' Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as such risk factors may be updated by any subsequent reports, as well as the Proxy Statement on Schedule 14A filed by Amicus in connection with the Merger (as amended and/or supplemented). Stockholders of BioMarin and Amicus are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin and Amicus are under no obligation, and expressly disclaim any obligation, to update (publicly or otherwise) or alter any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events or otherwise.