INTRODUCTORY NOTE
On July 1, 2025, BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”) completed its acquisition of Inozyme Pharma, Inc., a Delaware corporation (the “Company” or “Inozyme”) pursuant to an Agreement and Plan of Merger, dated May 16, 2025 (the “Merger Agreement”), by and among BioMarin, Inozyme and Incline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of BioMarin (“Purchaser”), previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 16, 2025 by Inozyme.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
Effective as of June 30, 2025 and in connection with the completion of the acquisition, the Company terminated its 2020 Employee Stock Purchase Plan.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein and the Offer to Purchase, dated June 2, 2025, Purchaser commenced a tender offer (the “Offer”) on June 2, 2025 to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), at a price per share of $4.00 (the “Offer Price”), in cash, without interest and subject to any withholding of taxes required by applicable law.
The Offer and related withdrawal rights expired one minute after 11:59 p.m., Eastern Time, on June 30, 2025 (such time, the “Expiration Date”). Computershare Trust Company, N.A., in its capacity as the paying agent for the Offer, has advised that, as of the Expiration Date, 45,455,118 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 69.8% of the total number of Shares issued and outstanding at the Expiration Date. As each of the conditions of the Offer was satisfied, on July 1, 2025, Purchaser accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.
Following consummation of the Offer, the conditions to the merger set forth in the Merger Agreement were satisfied, and on July 1, 2025, Purchaser merged with and into Inozyme (the “Merger”), without a meeting of stockholders of Inozyme in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Inozyme continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of BioMarin. At the effective time of the Merger (the “Effective Time”), each Share (other than (a) any Shares held by Inozyme (including Shares held in Inozyme’s treasury) as of immediately prior to the Effective Time, (b) any Shares held by BioMarin, Purchaser or any other direct or indirect wholly-owned subsidiary of BioMarin as of immediately prior to the Effective Time, (c) Shares validly tendered and irrevocably accepted for purchase pursuant to the Offer, and (d) Shares held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares) was automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any withholding of taxes required by applicable law. As a result of the Merger, Inozyme became a wholly-owned subsidiary of BioMarin.
In addition, immediately prior to the Effective Time, by virtue of, and as a condition to, the Merger and without any action on the part of any holder thereof:
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Each option to purchase Company Common Stock (“Company Option”), whether vested or unvested, that had a per share exercise price less than the Offer Price (each, an “In-the-Money Option”) that was outstanding and unexercised immediately prior to the Effective Time automatically accelerated and became fully vested, and was cancelled and automatically converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Company Common Stock subject to such fully vested In-the-Money Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price minus (B) the exercise price payable per share of Company Common Stock under such In-the-Money Option; |
