SEC Form SC TO-T filed by Inozyme Pharma Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INOZYME PHARMA, INC.
(Name of Subject Company (Issuer))
INCLINE MERGER SUB, INC.
(Offeror)
A Wholly-Owned Subsidiary of
BIOMARIN PHARMACEUTICAL INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45790W108
(CUSIP Number of Class of Securities)
Alexander Hardy
President and Chief Executive Officer
G. Eric Davis
Executive Vice President & Chief Legal Officer
BioMarin Pharmaceutical Inc.
770 Lindaro Street
San Rafael, California 94901
(415) 506-6700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Jamie Leigh, Esq.
Ben Beerle, Esq.
Chadwick Mills, Esq.
Siana Lowrey, Esq.
Cooley LLP
3 Embarcadero Center
20th Floor
San Francisco, CA 94111
(415) 693-2000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |
| ☒ | Third-party offer subject to Rule 14d-1. |
| ☐ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: E
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
Items 1 through 9 and Item 11.
This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the offer by Incline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of BioMarin Pharmaceutical Inc., a Delaware corporation, to acquire all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”) of Inozyme Pharma, Inc., a Delaware corporation, for $4.00 per Share, in cash, without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except as otherwise set forth below.
| Item 10. | Financial Statements. |
Not applicable.
| Item 12. | Exhibits. |
| Exhibit No. | Description | |
| (d)(3)* | Mutual Non-Disclosure Agreement, dated May 8, 2024, by and between BioMarin Pharmaceutical Inc. and Inozyme Pharma, Inc. | |
| (d)(4)* | Exclusivity Agreement, dated May 10, 2025, by and between BioMarin Pharmaceutical Inc. and Inozyme Pharma, Inc. | |
| (g) | Not Applicable. | |
| (h) | Not Applicable. | |
| 107* | Filing Fee Table. | |
| * | Filed herewith |
| + | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. BioMarin agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request; provided, however, that BioMarin may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule so furnished. |
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: June 2, 2025 | Incline Merger Sub, Inc., a Delaware corporation | |||||
| By: | /s/ G. Eric Davis | |||||
| G. Eric Davis | ||||||
| President | ||||||
| BioMarin Pharmaceutical Inc., a Delaware corporation | ||||||
| By: | /s/ G. Eric Davis | |||||
| G. Eric Davis | ||||||
| Executive Vice President, Chief Legal Officer | ||||||