This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 2, 2025 (as it may be amended and supplemented from time to time, the “Schedule TO”) and 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, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii) to the
Schedule TO, respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO and the Offer to Purchase
remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase.
Items 1 through 9 and Item 11.
The disclosure in
the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
“The Offer expired at one minute following 11:59 p.m., Eastern Time, on June 30, 2025 (the “Expiration Date”), and
the Offer was not extended. Computershare Trust Company, N.A., the Paying Agent, has advised Purchaser that, as of the Expiration Date, a total of 45,455,118 Shares had been validly tendered and not validly withdrawn pursuant to the Offer,
representing approximately 69.8% of the issued and outstanding Shares as of the Expiration Date. As of the Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.
On July 1, 2025, Purchaser has accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Purchaser
will as promptly as practicable pay for all Shares so accepted pursuant to the terms of the Offer and the Merger Agreement.
Following
acceptance for payment of the Shares, on July 1, 2025, Purchaser effected the Merger under Section 251(h) of the DGCL, without a vote of Inozyme’s stockholders, as a result of which Purchaser merged with and into Inozyme, and Inozyme
continued as the surviving corporation and as a wholly-owned subsidiary of Parent.
The Shares ceased to trade on Nasdaq prior to the
opening of business on July 1, 2025, and will be delisted from Nasdaq. Parent intends to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Inozyme’s reporting
obligations under the Exchange Act as promptly as practicable.
A copy of the press release issued by Parent on July 1, 2025
announcing the expiration and results of the Offer and the consummation of the Merger is attached hereto as Exhibit (a)(5)(ix).”
Item 12. Exhibits.
Item 12 of the Schedule
TO is hereby amended and supplemented by adding the following exhibit:
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| Exhibit No. |
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Description |
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| Exhibit (a)(5)(ix)* |
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Press Release issued by BioMarin Pharmaceutical Inc., dated July 1, 2025. |
