BIOMARIN PHARMACEUTICAL INC false 0001048477 0001048477 2026-01-26 2026-01-26
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

 

 

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-26727   68-0397820

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

770 Lindaro Street   San Rafael   California    94901
(Address of Principal Executive Offices)      (Zip Code)

(415) 506-6700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.001   BMRN   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2026, BioMarin Pharmaceutical Inc. (BioMarin or the company) announced that it estimates having generated approximately $3.2 billion in total revenues (unaudited) for the year ended December 31, 2025, including approximately $920 million in revenues (unaudited) for the year ended December 31, 2025 from sales of VOXZOGO®, and that, as of December 31, 2025, it had approximately $2.1 billion in cash, cash equivalents and investments (unaudited).

The information in this Item 2.02 is unaudited, preliminary, and subject to BioMarin’s normal quarterly and annual accounting and financial statement closing procedures. The information in this Item 2.02 does not present all information necessary for an understanding of BioMarin’s 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 in this Item 2.02. BioMarin expects to report its results for the fourth quarter and full year 2025 in February 2026.

The information contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure.

Notes Offering

On January 26, 2026, BioMarin issued a press release announcing its intention to offer, subject to market and other conditions, $850 million of senior unsecured notes due 2034 (the Notes) in a private placement (the Offering) to a limited number of persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. BioMarin also announced that, in connection with the pending acquisition (the Acquisition) of Amicus Therapeutics, Inc. (Amicus), it launched the syndication of a new $2 billion senior secured term loan “B” facility (the Term Loan B Facility), which Term Loan B Facility is in addition to a $800 million senior secured term loan “A” facility (the Term Loan A Facility and, together with the Term Loan B Facility, the Term Facilities), and a $600 million senior secured revolving credit facility into which BioMarin expects to enter in connection with the Acquisition (the New Revolving Facility and, together with the Term Facilities, the New Senior Secured Credit Facilities). BioMarin intends to use the net proceeds from the Offering, together with borrowings under the Term Facilities to fund the consideration payable in connection with the Acquisition and related fees and expenses in connection with the Acquisition, the borrowings under the New Senior Secured Credit Facilities, and the issuance of the Notes. The company may also borrow up to $150 million under the New Revolving Facility to pay such fees and expenses.

Gross proceeds from the issuance of the Notes will be deposited into an escrow account at the closing of the Offering, pending consummation of the Acquisition. In the event that the Acquisition is not completed on or prior to December 19, 2026, or upon the occurrence of certain other events, BioMarin will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or the most recent date to which interest has been paid or provided for, to but excluding the special mandatory redemption date.

The Notes will be jointly and severally guaranteed by certain of BioMarin’s subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities, including, after the closing of the Acquisition, Amicus and certain of its subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities.

The indenture governing the Notes is expected to contain customary covenants that, among other things, restrict, with certain exceptions, the ability of each of BioMarin and its subsidiaries to incur additional debt, pay dividends, make certain other restricted payments, incur debt secured by liens, dispose of assets, engage in consolidations and mergers or sell or transfer all or substantially all of its assets.

 

A copy of the press release announcing the Offering is furnished as Exhibit 99.1 hereto. The information contained in this Item 2.02 and accompanying Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

Supplemental Information

In connection with the Offering, BioMarin distributed a preliminary offering memorandum to prospective investors, which memorandum includes a description of risks related to the Acquisition. These supplemental risk factors are filed as Exhibit 99.2 to this report and incorporated by reference in this Item 8.01.

Pro Forma Financial Information

The company is hereby filing certain unaudited pro forma condensed combined financial information of the company as of and for the year ended December 31, 2024 regarding the Acquisition, and related financing transactions as Exhibit 99.3 hereto.

The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only and does not purport to represent the actual results that BioMarin and Amicus would have achieved had the companies been combined during the periods presented and is not intended to project any future results of operations for the combined company.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Pro Forma Financial Information is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits.

 

Exhibit Number

   

Description

99.1    Press Release dated January 26, 2026.
99.2    Supplemental Risk Factors.
99.3    Unaudited Pro Forma Condensed Combined Financial Information from the Preliminary Offering Memorandum.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in reliance on an exemption therefrom.

 

Forward Looking Statements

This current report on Form 8-K and the information contained herein contains forward-looking statements about the financial performance of BioMarin Pharmaceutical Inc., including statements concerning our business, operations and financial performance and condition and our expectations regarding the same statements regarding the notes offering and anticipated use of proceeds therefrom, and statements regarding the Acquisition. Any statements contained herein that are not statements of historical facts, including statements about the expected timing of the closing of the Acquisition and the anticipated benefits of the Acquisition, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these statements. These risks and uncertainties include, among others: completion of BioMarin’s normal quarterly and annual accounting and financial statement closing procedures for the quarter and the year ended December 31, 2025, BioMarin’s ability to complete the notes offering, the supplemental risk factors filed as exhibit 99.2 hereto, and those factors detailed in BioMarin’s filings with the Securities and Exchange Commission, including, without limitation, the factors contained under the caption “Risk Factors” in BioMarin’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as such factors may be updated by any subsequent reports. Investors are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin is under no obligation and expressly disclaims any obligation to update or alter any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

     

BioMarin Pharmaceutical Inc.,

a Delaware corporation

Date: January 26, 2026     By:  

/s/ G. Eric Davis

      G. Eric Davis
      Executive Vice President, Chief Legal Officer

Exhibit 99.1

 

LOGO

Contacts:

 

Investors

Traci McCarty

BioMarin Pharmaceutical Inc.

(415) 455-7558

   

Media

Erin Rau

BioMarin Pharmaceutical Inc.

(925) 683-9622

BioMarin Announces Proposed Private Offering of Senior Notes and Syndication of New Senior Secured Term Loan Facility

SAN RAFAEL, Calif., Jan. 26, 2026/PRNewswire/ — BioMarin Pharmaceutical Inc. (NASDAQ: BMRN) (“BioMarin”) announced today that it intends to offer, subject to market and other conditions, $850 million of senior unsecured notes due 2034 (the “Notes”).

BioMarin also announced that, in connection with the pending acquisition (the “Acquisition”) of Amicus Therapeutics, Inc. (“Amicus”), it launched the syndication of a new $2 billion senior secured term loan “B” facility (the “Term Loan B Facility”), which Term Loan B Facility is in addition to a $800 million senior secured term loan “A” facility (the “Term Loan A Facility” and, together with the Term Loan B Facility, the “Term Facilities”), and a $600 million senior secured revolving credit facility into which BioMarin expects to enter in connection with the Acquisition (the “New Revolving Facility” and, together with the Term Facilities, the “New Senior Secured Credit Facilities”).

BioMarin intends to use the net proceeds from the offering of the Notes, together with borrowings under the Term Facilities and cash on hand, to fund the consideration payable in connection with the Acquisition and related fees and expenses in connection with the Acquisition, the borrowings under the New Senior Secured Credit Facilities, and the issuance of the Notes. The company may also borrow up to $150 million under the New Revolving Facility to pay such fees and expenses.

Gross proceeds from the issuance of the Notes will be deposited into an escrow account at the closing of the Offering, pending consummation of the Acquisition. In the event that the Acquisition is not completed on or prior to December 19, 2026, or upon the occurrence of certain other events, BioMarin will be required to redeem all of the Notes at a redemption price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest from the date of issuance, or the most recent date to which interest has been paid or provided for, to but excluding the special mandatory redemption date.

The Notes will be jointly and severally guaranteed by certain of BioMarin’s subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities, including, after the closing of the Acquisition, Amicus and certain of its subsidiaries that will guarantee the obligations under the New Senior Secured Credit Facilities.

The indenture governing the Notes is expected to contain customary covenants that, among other things, restrict, with certain exceptions, the ability of each of BioMarin and its subsidiaries to incur additional debt, pay dividends, make certain other restricted payments, incur debt secured by liens, dispose of assets, engage in consolidations and mergers or sell or transfer all or substantially all of its assets.

The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of or in a transaction not subject to the Securities Act and any state or other applicable securities laws. Accordingly, the offering of the Notes is available only to a limited number of persons who are either (1) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (2) non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with any state or other applicable securities laws.

This press release 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. This press release contains information about the pending offering of the Notes, and there can be no assurance that the offering will be completed. The offering of the Notes may be made only by means of an offering memorandum.

About BioMarin

BioMarin is a leading, global rare disease biotechnology company focused on delivering medicines for people living with genetically defined conditions. Founded in 1997, the San Rafael, California-based company has a proven track record of innovation, with eight commercial therapies and a strong clinical and preclinical pipeline. Using a distinctive approach to drug discovery and development, BioMarin seeks to unleash the full potential of genetic science by pursuing category-defining medicines that have a profound impact on patients.

Forward-Looking Statements

This press release contains forward-looking statements about the proposed offering of the Notes, the entry into the New Senior Secured Credit Facilities, BioMarin’s intention to issue the Notes and the expected use of proceeds. These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these statements. These risks and uncertainties include, among others, the timing to consummate the proposed Notes offering, New Senior Secured Credit Facilities and Acquisition, and the risk that such transactions may not close, as well as those factors detailed in BioMarin’s filings with the Securities and Exchange Commission, including, without limitation, the factors contained under the caption “Risk Factors” in BioMarin’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as such factors may be updated by any subsequent reports. Investors are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin is under no obligation and expressly disclaims any obligation to update or alter any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

BioMarin® is a registered trademark of BioMarin Pharmaceutical Inc.  

Exhibit 99.2

Risks Related to the Acquisition

The pending Acquisition may not be completed on the currently contemplated timeline or terms, or at all.

The consummation of the Acquisition is subject to the satisfaction or waiver of certain conditions. Satisfaction of a number of the conditions is not within our control, and it is possible that such conditions may prevent or delay or otherwise materially adversely affect our ability to complete the Acquisition. These conditions include, but are not limited to, approval of the Acquisition by Amicus’ stockholders and the expiration or termination of the relevant waiting period (as it may be extended) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder. Neither we nor Amicus can provide assurance that the conditions to completing the Acquisition will be satisfied or waived, and accordingly, that the Acquisition will be completed on the timeline that the parties anticipate or at all. If any condition to the Acquisition is not satisfied, it could delay or prevent the Acquisition from occurring, which could negatively impact us and our growth prospects.

We may not realize the anticipated benefits from the pending Acquisition.

The Acquisition involves the combination of two companies that currently operate as independent companies. While we and Amicus will continue to operate independently until the Acquisition Closing Date, the success of the Acquisition will depend, in part, on our ability to realize the anticipated benefits from successfully combining our and Amicus’ businesses after closing. We plan on devoting substantial management attention and resources to integrating our and Amicus’ businesses so that we can fully realize the anticipated benefits of the Acquisition. This integration process may be disruptive to our and Amicus’ businesses, and, if implemented ineffectively, could restrict realization of the expected benefits of the Acquisition. In addition, the acquired Amicus business, including Galafold® and Pombiliti® + Opfolda®, may not be successful, may require greater resources and investments than originally anticipated or may result in the assumption of unknown or contingent liabilities, which could have an adverse effect on us or our results of operations.

Potential difficulties we may encounter following closing include the following:

 

  •  

the inability to successfully combine our and Amicus’ businesses in a manner that permits us to realize the anticipated benefits of the Acquisition in the timeframe currently anticipated or at all;

 

  •  

the failure to integrate internal systems, programs and internal controls, or applying different accounting policies, assumptions or judgments to Amicus’ operational results than Amicus applied in the past;

 

  •  

effectively and efficiently integrating information technology and other systems;

 

  •  

issues not discovered as part of the transactional due diligence process or unanticipated liabilities or contingencies of Amicus, including employment or severance-related obligations under applicable law or other benefits arrangements, claims by or amounts owed to vendors or other commercial disputes, cyber incidents and information technology failures or delays, matters related to data privacy, data localization and the handling of personally identifiable information, intellectual property-related claims, including Hatch-Waxman litigation, and other unknown or contingent liabilities;

 

  •  

preserving the important licensing, marketing, and other commercial relationships of Amicus;

 

  •  

the complexities associated with managing the combined company;

 

  •  

the failure to retain key employees of either of the two companies who may be difficult to replace;

 

  •  

the disruption of each company’s ongoing businesses or inconsistencies in services, standards, controls, procedures and policies;

 

  •  

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Acquisition; and

  •  

performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Acquisition and integrating our and Amicus’ operations.

Any of these risks could adversely affect our ability to maintain relationships with collaboration partners, vendors, employees and other commercial relationships or adversely affect our or Amicus’ future operational results. As a result, the anticipated benefits of the Acquisition may not be realized or at all or may take longer to realize or cost more than expected, which could adversely affect our business, financial condition, including our ability to generate sufficient cash to service our indebtedness, including the Notes, results of operations and growth prospects, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. In addition, changes in laws and regulations could adversely impact our business, financial condition, results of operations and growth prospects after the Acquisition.

The pendency of the Acquisition could adversely affect our and/or Amicus’ businesses and operations.

In connection with the pending Acquisition, some collaboration partners, vendors or other parties with commercial relationships with either of us or Amicus may delay or defer decisions, which could adversely affect the revenues, earnings, cash flows and expenses of us or Amicus, regardless of whether the Acquisition is completed. In addition, due to operating covenants in the Merger Agreement, Amicus may be unable (without our prior written consent), during the pendency of the Acquisition, to pursue strategic transactions, undertake significant capital projects or otherwise pursue other actions outside the ordinary course, even if such actions would prove beneficial.

We expect to incur material expenses related to the Acquisition.

We expect to incur material expenses in connection with the Acquisition and the subsequent integration of the business, operations, practices, policies and procedures of Amicus. These additional expenses could have an adverse effect on us or our results of operations. While we have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

The Merger Agreement and related documents may be amended or modified without your consent.

Between the time of the issuance of the Notes and the consummation of the Acquisition, the parties to the Merger Agreement may agree to modify or waive the terms or conditions of such documents without noteholder consent. The terms of the Notes will not preclude the parties to the Merger Agreement from making certain changes to the terms of the Acquisition or from waiving certain conditions to the Acquisition, which may adversely affect your investment in the Notes.

Our ability to realize the anticipated benefits of the Acquisition will depend on our ability to effectively obtain regulatory approvals in new markets for, and profitably continue to commercialize, Galafold® and Pombiliti® + Opfolda®.

We may fail to realize the anticipated benefits of the Acquisition if we are unable to successfully obtain regulatory approval in new markets for, and continue to commercialize, Galafold® or Pombiliti® + Opfolda® on the currently anticipated timeline or at all.

For more information about the risks involved in regulatory approval and commercialization of new products generally, please see “Risk Factors—Business and Operational Risks” and “Risk Factors—Risks Related to International Operations” in our most recent Annual Report on Form 10-K for the year ended December 31, 2024, our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 or other filings we may make from time to time with the SEC incorporated by reference in this offering memorandum. Our ability to realize the potential of Galafold® or Pombiliti® + Opfolda® is also subject to all of the other risks affecting our business set forth herein and incorporated by reference in this offering memorandum.

We may not realize the anticipated cost savings from the Acquisition.

The benefits that we expect to achieve as a result of the Acquisition will depend, in part, on our ability to realize anticipated cost savings, including resulting from expected operational synergies and global infrastructure efficiencies. After the Acquisition, we believe that we will be able to, among other matters, save on our costs by being able to streamline administrative processes and harmonize global distribution of the two companies.

 

Our success in realizing these cost savings, and the timing of this realization, depends on many factors. Even if we are able to consummate the Acquisition successfully, this may not result in the full realization of the cost savings that we currently expect, either within the expected timeframe, or at all. In addition, we cannot assure you that the costs to achieve these cost savings will not be higher than we anticipated. Therefore, we cannot assure you that any anticipated cost savings will be achieved or that our estimates and assumptions will prove to be accurate. If our cost savings are less than our estimates or our costs savings initiatives adversely affect our business or cost more or take longer to implement than we project, or if our assumptions prove to be inaccurate, our results could be lower than we anticipate.

BioMarin’s and Amicus’ actual financial positions and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this offering memorandum.

The unaudited pro forma condensed combined financial information contained in this offering memorandum is presented for illustrative purposes only and may differ materially from what BioMarin’s actual financial position or results of operations would have been had the Acquisition been completed on the dates indicated. The unaudited pro forma condensed combined financial information has been derived from the audited and unaudited historical financial statements of BioMarin and Amicus and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Transactions. The assets and liabilities of Amicus have been measured at fair value based on various preliminary estimates using assumptions that BioMarin management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the unaudited pro forma condensed combined financial information and the final acquisition accounting will occur and could have a material impact on the unaudited pro forma condensed combined financial information and the combined company’s financial position and future results of operations.

In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect BioMarin’s financial condition or results of operations following the completion of the Acquisition.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 19, 2025, BioMarin entered into the Merger Agreement with Amicus and Merger Sub, providing for the Merger, with Amicus surviving the Merger as a wholly owned subsidiary of BioMarin. The Acquisition is expected to close in the second quarter of 2026, subject to customary closing conditions, including approval by the stockholders of Amicus and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other required antitrust clearances.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 combines the historical consolidated balance sheets of BioMarin and Amicus, giving effect to the Transactions as if they had occurred on September 30, 2025. The unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2024 and nine months ended September 30, 2025 combine the historical consolidated statements of operations of BioMarin and Amicus, giving effect to the Transactions, as if they had occurred on January 1, 2024.

The pro forma condensed combined financial information reflects the following Transactions:

 

  a)

Amicus’ stockholders will receive $14.50 per share in cash upon the completion of the Merger (the “Merger Consideration”). The Merger reflects an aggregate transaction value of approximately $5,235.0 million, comprised of (i) cash paid to Amicus’ stockholders, (ii) repayment of Amicus’ historical debt, and (iii) the impact of stock-based compensation arrangements that are expected to be treated as a component of purchase consideration. Refer to Note 2(a) of the accompanying notes to the unaudited pro forma condensed combined financial information for further information.

 

  b)

Consideration for the Merger will be funded in part by a portion of the proceeds from borrowings of approximately $3,650.0 million, which is comprised of the Term Facilities of $2,800.0 million and Notes offered hereby of an aggregate principal amount of $850.0 million. Additionally, the Term Facilities of $2,800.0 million is comprised of the Term Loan A Facility of $800.0 million, and Term Loan B Facility of $2,000.0 million. Further, BioMarin will enter into New Revolving Facility of $600.0 million, which will replace BioMarin’s Existing Revolving Credit Facility. BioMarin may also, at their option, borrow up to $150 million under the New Revolving Facility on the Acquisition Closing Date. The unaudited pro forma condensed combined financial information does not reflect any funding in the form of preferred equity.

 

  c)

Consideration for the Merger is also expected to be funded by cash on hand and liquidated investments of $1,557.0 million, which in addition to the debt noted above would be utilized to fund the transaction, settle net Amicus indebtedness of $192.6 million (which includes gross indebtedness of $456.4 million net of $263.8 million of cash on hand and liquidated investments) and pay transaction fees and expenses of $235.0 million, including $120.0 million of Amicus’ banking and legal fees, which are not reflected in the pro forma financial information. Refer to Note 4(c) of the accompanying notes to the unaudited pro forma condensed combined financial information for further information.

 

  d)

In connection with the Merger, each of the outstanding equity awards of Amicus immediately prior to the close of the transaction which includes time-vesting restricted stock units (“RSUs”), performance-vesting restricted stock units (“PSUs”), and In the Money Options (as defined in the Merger Agreement) (collectively referred to as “Equity Awards”) which had been previously issued to its employees, will be cancelled and converted into the right to receive a cash settlement.

The historical consolidated financial statements of BioMarin have been adjusted in the unaudited pro forma condensed combined financial information in accordance with Article 11 of Regulation S-X of the Exchange Act, as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information and the following:

 

  •  

historical audited consolidated financial statements of BioMarin as of, and for the year ended, December 31, 2024, included in BioMarin’s Annual Report on Form 10-K filed with the SEC on February 24, 2025, and the historical unaudited condensed consolidated financial statements of BioMarin as of and for the three- and nine-month period ended September 30, 2025, included in BioMarin’s Quarterly Report on Form 10-Q filed with the SEC on October 28, 2025, each incorporated by reference into this offering memorandum;

 

  •  

historical audited consolidated financial statements of Amicus as of, and for the year ended, December 31, 2024, and the historical unaudited consolidated financial statements of Amicus as of and for the three- and nine-month period ended September 30, 2025, each included in this offering memorandum; and

 

  •  

other information relating to BioMarin and Amicus contained in or incorporated by reference into this offering memorandum. See the sections entitled “Summary Historical Financial Information” and “Where You Can Find More Information.”

 

1

The unaudited pro forma condensed combined financial information has been prepared by BioMarin using the acquisition method of accounting in accordance with U.S. GAAP. BioMarin has been treated as the acquirer of Amicus in the Merger for accounting purposes for the unaudited pro forma condensed combined financial information included herein. The pro forma adjustments are based upon available information and certain assumptions that BioMarin believes are reasonable as of the date hereof. The unaudited pro forma condensed combined financial information is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of BioMarin had the Merger been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.

An updated determination of the fair value of Amicus’ assets acquired and liabilities assumed will be completed within one year of closing of the Merger. The final purchase price allocation may be materially different from the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase price allocated to goodwill, and other assets and liabilities, which may impact the combined entity’s balance sheet and statement of operations. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined entity’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined entity may achieve as a result of the Merger or the costs necessary to achieve any such cost savings, operating synergies, or revenue enhancements.

 

2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2025

(in thousands)

 

     BioMarin
Historical		     Amicus
Historical (as
Reclassed)		     Transaction
Accounting
Adjustments -
Merger
(Note 3 & 4)		     Notes     Other
Transaction
Accounting
Adjustments
– Debt and
Other
(Note 5)		     Notes     Pro Forma
Combined		  

Assets

               

Current Assets:

               

Cash and cash equivalents

    $ 1,250,108     $ 190,553     $ (5,297,853 )      3 (e)    $ 4,390,958      

 5

5

5

 (a) 

(b) 

(c) 

   $ 533,766  

Short-term investments

      227,731       73,290       —          (301,021 )      5 (c)      —   

Accounts receivable, net

      790,266       113,838       —          —          904,104  

Inventory

      1,382,173       177,928       165,367       3 (b)      —          1,725,468  

Other current assets

      204,265       38,457       —          —          242,722  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total current assets

      3,854,543       594,066       (5,132,486 )        4,089,937         3,406,060  

Noncurrent assets:

               

Long-term investments

      512,937       —        —          (512,937 )      5 (c)      —   

Property, plant and equipment, net

      1,038,187       27,759       —          —          1,065,946  

Intangible assets, net

      233,112       14,743       4,585,257       3 (a)      —          4,833,112  

Goodwill

      196,199       197,797       964,961       3 (d)      —          1,358,957  

Deferred tax assets

      1,509,109       —        (1,103,095 )      3 (g)      —          406,014  

Other assets

      270,781       34,446       —          —          305,227  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total assets

    $ 7,614,868     $ 868,811     $ (685,363 )      $ 3,577,000       $ 11,375,316  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Liabilities and stockholders’ equity

               

Current liabilities:

               

Accounts payable and accrued liabilities

    $ 798,438     $ 198,930     $ (117 )      3 (f)    $ —        $ 997,251  

Short-term debt

      —        —        —          60,000       5 (a)      60,000  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total current liabilities

      798,438       198,930       (117 )        60,000         1,057,251  

Noncurrent liabilities:

               

Long-term debt, net

      596,663       391,985       (391,985 )      3 (f)      3,539,813       5 (a)      4,136,476  

Other long-term liabilities

      163,056       47,472       —          —          210,528  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total liabilities

      1,558,157       638,387       (392,102 )        3,599,813         5,404,255  

Stockholders’ equity:

               

Common stock

      192       2,946       (2,946 )      3 (c)      —          192  

Additional paid-in capital

      5,900,968       2,973,625       (2,973,625 )      3 (c)      —          5,900,968  

BioMarin common stock held by the Nonqualified Deferred Compensation Plan

      (11,291 )      —        —          —          (11,291 ) 

Accumulated other comprehensive income (loss)

      (33,937 )      22,833       (22,833 )      3 (c)      —          (33,937 ) 

Retained earnings (accumulated deficit)

      200,779       (2,768,980 )      2,706,143      

 3

4

4

 (c) 

(c) 

(d) 

     (22,813 )      5 (b)      115,129  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total stockholders’ equity

      6,056,711       230,424       (293,261 )        (22,813 )        5,971,061  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total liabilities and stockholders’ equity

    $ 7,614,868     $ 868,811     $ (685,363 )      $ 3,577,000       $ 11,375,316  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(in thousands, except per share amounts)

 

     BioMarin
Historical		     Amicus
Historical
(as
Reclassed)		     Transaction
Accounting
Adjustments
- Merger
(Note 4)		     Notes     Other
Transaction
Accounting
Adjustments
- Debt and
Other
(Note 5)		     Notes     Pro Forma
Combined		  

Revenues:

               

Net product revenues

    $ 2,809,445     $ 528,295     $ —        $ —        $ 3,337,740  

Royalty and other revenues

      44,470       —        —          —          44,470  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total revenues

      2,853,915       528,295       —          —          3,382,210  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Operating expenses:

               

Cost of sales

      580,235       52,943       155,463       4 (b)      —          788,641  

Research and development

      747,184       110,827       3,900       4 (d)      —          861,911  

Selling, general and administrative

      1,009,025       336,357       58,937      

 4

4

 (c) 

(d) 

     —          1,404,319  

Intangible asset amortization

      43,257       3,292       402,768       4 (a)      —          449,317  

Gain on sale of nonfinancial assets

      (10,000 )      —        —          —          (10,000 ) 
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total operating expenses

      2,369,701       503,419       621,068         —          3,494,188  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Income from operations

      484,214       24,876       (621,068 )        —          (111,978 ) 

Interest income

      74,883       5,407       —          —          80,290  

Interest expense

      (12,666 )      (49,598 )      —          (199,895 )     

 5

5

 (a) 

(b) 

     (262,159 ) 

Other expense, net

      (4,668 )      (9,441 )      —          —          (14,109 ) 
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Income (loss) before income taxes

      541,763       (28,756 )      (621,068 )        (199,895 )        (307,956 ) 

Provision for (benefit from) income taxes

      114,904       27,350       (144,213 )      4 (e)      (46,415 )      4 (e)      (48,374 ) 
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Net income (loss)

    $ 426,859     $ (56,106 )    $ (476,855 )      $ (153,480 )      $ (259,582 ) 
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Earnings (loss) per share, basic

    $ 2.25     $ (0.18 )          $ (1.37 ) 

Earnings (loss) per share, diluted

    $ 2.21     $ (0.18 )          $ (1.37 ) 

Weighted average common shares outstanding, basic

      190,027       304,381             190,027  

Weighted average common shares outstanding diluted

      196,708       304,381             190,027  

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

4

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands, except per share amounts)

 

     BioMarin
Historical		     Amicus
Historical
(as
Reclassed)		     Transaction
Accounting
Adjustments
- Merger
(Note 4)		     Notes     Other
Transaction
Accounting
Adjustments
- Debt and
Other
(Note 5)		     Notes     Pro Forma
Combined		  

Revenues:

               

Net product revenues

    $ 2,308,438     $ 448,998     $ —        $ —        $ 2,757,436  

Royalty and other revenues

      38,250       —        —          —          38,250  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total revenues

      2,346,688       448,998       —          —          2,795,686  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Operating expenses:

               

Cost of sales

      441,733       46,382       7,557       4 (b)      —          495,672  

Research and development

      729,517       112,969       —          —          842,486  

Selling, general and administrative

      706,810       270,348       —          —          977,158  

Intangible asset amortization

      14,540       2,456       302,089       4 (a)      —          319,085  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Total operating expenses

      1,892,600       432,155       309,646         —          2,634,401  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Income from operations

      454,088       16,843       (309,646 )        —          161,285  

Interest income

      55,694       2,484       —          —          58,178  

Interest expense

      (8,121 )      (34,731 )      —          (133,033 )      5 (a)      (175,885 ) 

Other income, net

      7,972       12,452       —          —          20,424  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Income (loss) before income taxes

      509,633       (2,952 )      (309,646 )        (133,033 )        64,002  

Provision for (benefit from) income taxes

      114,159       25,848       (71,900 )      4 (e)      (30,890 )      4 (e)      37,217  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Net income (loss)

    $ 395,474     $ (28,800 )    $ (237,746 )      $ (102,143 )      $ 26,785  
  

 

 

    

 

 

    

 

 

      

 

 

      

 

 

  

Earnings (loss) per share, basic

    $ 2.06       (0.09 )            $ 0.14  

Earnings (loss) per share, diluted

    $ 2.04       (0.09 )            $ 0.14  

Weighted average common shares outstanding, basic

      191,639       308,139               191,639  

Weighted average common shares outstanding diluted

      196,893       308,139               191,639  

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

5

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X under the Exchange Act, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (referred to as management adjustments). BioMarin has elected not to present management adjustments and will only be presenting transaction accounting adjustments related to the accounting for the Transactions in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the post-combination company upon consummation of the Transactions.

The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2025 is derived from the unaudited historical consolidated balance sheets of BioMarin and Amicus as of September 30, 2025, giving effect to the Transactions as if the same had been consummated as of September 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 is derived from the historical audited consolidated statements of operations of BioMarin and Amicus for the year ended December 31, 2024, giving effect to the Transactions as if the same had occurred on January 1, 2024. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 is derived from the unaudited consolidated statements of operations of BioMarin and Amicus for the nine months ended September 30, 2025, giving effect to the Transactions as if the same had occurred on January 1, 2024.

The accounting policies followed in preparing the unaudited pro forma condensed combined financial information are those used by BioMarin as set forth in BioMarin’s historical financial statements. As part of preparing the pro forma condensed combined financial information, BioMarin’s management conducted a review of the accounting policies of Amicus and did not note any material differences in accounting policies that would require pro forma adjustments to conform to BioMarin’s accounting policies. Upon completion of the acquisition and a more comprehensive comparison and assessment, additional differences may be identified.

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”), with BioMarin considered the accounting acquirer of Amicus. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed, in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of Amicus based upon management’s preliminary estimate of their fair values. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to adjustment based on Amicus’ actual assets and liabilities as of the closing date of the Merger and a final determination of fair value and related income tax matters. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition.

2. Preliminary Purchase Price Allocation

Estimated Total Aggregate Acquisition Consideration

Pursuant to the Merger Agreement, on the closing date, all of Amicus’ outstanding common stock will automatically be converted into the right to receive $14.50 per share. Additionally, each of the outstanding In the Money Options will be cancelled and converted into the right to receive a cash settlement equal to $14.50 per share, less the applicable exercise price of the option. Similarly, all outstanding RSUs will be cancelled, and holders will receive a cash payment equal to $14.50 multiplied by the number of shares covered by the RSUs. All outstanding PSUs will be cancelled, and holders will receive a cash payment equal to $14.50 per share multiplied by the number of shares determined as of closing based on specified levels of performance as set forth in the Merger Agreement.

 

(a)

The preliminary Merger consideration comprises of the following:

 

Preliminary Purchase Consideration (in thousands)

    Amount  

Cash paid to Amicus’ shareholders (i)

    $ 4,484,986  

Plus: Consideration for cash settlement towards Amicus’ RSUs and PSUs (ii)

      223,676  

Plus: Consideration for cash settlement towards pre-combination portion of In the Money Options (ii)

      69,910  

Plus: Amicus debt repayment by BioMarin on behalf of Amicus (iii)

      456,444  
  

 

 

  

Total consideration

    $ 5,235,016  
  

 

 

  

 

6

  (i)

Based on Amicus’ outstanding shares as of December 17, 2025. The amount of cash paid to Amicus’ shareholders will change based on the number of common shares of Amicus outstanding on the closing date.

 

  (ii)

Refer to Note 4(d) in these notes to the unaudited pro forma condensed combined financial information for more details

 

  (iii)

Includes principal repayment of $400.0 million under Amicus’ Senior Secured Term Loan due 2029, plus a principal repayment penalty of 12.0 million and interest payable of $44.4 million

 

(b)

Preliminary Purchase Price Allocation

The accounting for the Merger, including the preliminary total aggregate consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Amicus, BioMarin used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. BioMarin is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Merger. Actual results may differ materially from the assumptions within this unaudited pro forma condensed combined financial information.

As of the date of this offering memorandum, BioMarin has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of Amicus’ assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and inventory. Accordingly, apart from the aforementioned, certain Amicus assets and liabilities are presented at their respective carrying amounts and should therefore be treated as preliminary. A final determination of the fair value of Amicus’ assets and liabilities will be based on Amicus’ actual assets and liabilities as of the closing date of the Merger and, therefore, cannot be made prior to the consummation of the Merger.

The unaudited pro forma adjustments are based upon available information and certain assumptions BioMarin and Amicus believes are reasonable under the circumstances.

The following table summarizes the preliminary purchase price allocation as of September 30, 2025 assuming the Merger occurred on that date:

 

Preliminary Purchase Price Allocation

    Estimated Fair Value
(in thousands)		  

Assets acquired:

   

Cash and cash equivalents

    $ 190,553  

Short-term investments

      73,290  

Accounts receivable, net

      113,838  

Inventory

      343,295  

Other current assets

      38,457  

Property, plant and equipment, net

      27,759  

Intangible assets, net

      4,600,000  

Other assets

      34,446  
  

 

 

  

Total assets acquired

    $ 5,421,638  
  

 

 

  

Accounts payable and accrued liabilities

    $ 198,813  

Deferred tax liabilities

      1,103,095  

Other long-term liabilities

      47,472  
  

 

 

  

Total liabilities assumed

    $ 1,349,380  
  

 

 

  

Net assets acquired

    $ 4,072,258  

Estimated purchase consideration

      5,235,016  
  

 

 

  

Estimated goodwill

    $ 1,162,758  
  

 

 

  

3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

 

(a)

Represents the net adjustment to the estimated fair value of intangible assets acquired in the Merger. Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information are provided in the table below.

 

7

The straight-line amortization related to these identifiable intangible assets is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations, as further described in Note 4(a) in these notes to the unaudited pro forma condensed combined financial information for more details.

 

Intangible Assets

(in thousands)

    Estimated Fair Value
      Estimated Useful Life
(in years)		  

Galafold - Commercialized Pharmaceutical Product

    $ 3,000,000        11  

Pombiliti - Commercialized Pharmaceutical Product

      1,600,000        12  
  

 

 

     

 

 

  

Total intangibles fair value

    $ 4,600,000     
  

 

 

     

Less: intangibles book value

      (14,743 )    
  

 

 

     

Pro forma adjustment to balance sheet

    $ 4,585,257     
  

 

 

     

 

(b)

Represents the increase in inventories to preliminary fair value, which considers book value for raw materials and margins and costs to complete for work-in-process and finished goods. The preliminary fair value of work-in-process and finished goods inventory utilizes a sales comparison approach which estimates the selling price of the inventory in completed condition less costs of disposal and a reasonable allowance for the selling effort.

The fair value adjustment to inventories is estimated to be expensed based on the inventory turnover of seven months for Galafold and 25 months for Pombiliti, which is reflected as a pro forma adjustment in cost of sales, as further described in Note 4(b) in these notes to the unaudited pro forma condensed combined financial information for more details.

 

(c)

Represents elimination of Amicus’ historical equity.

 

(in thousands)

    As of September 30, 2025  

Common stock

    $ 2,946  

Additional paid-in capital

      2,973,625  

Accumulated deficit

      (2,768,980 ) 

Accumulated other comprehensive income

      22,833  
  

 

 

  

Total stockholders’ equity elimination

    $ 230,424  
  

 

 

  

 

(d)

The pro forma adjustment represents the preliminary estimate of goodwill of $1,162.8 million, offset by the elimination of historical goodwill. Goodwill represents the excess of total consideration over the preliminary fair value of assets acquired and liabilities assumed.

 

(in thousands)

    As of September 30, 2025  

Estimated goodwill (i)

    $ 1,162,758  

Less: Elimination of Amicus’ historical goodwill

      (197,797 ) 
  

 

 

  

Pro forma adjustment to goodwill

    $ 964,961  
  

 

 

  

 

  (i)

Refer to Note 2(b) in these notes to the unaudited pro forma condensed combined financial information for more details.

 

(e)

Reflects the following adjustments to cash and cash equivalents:

 

(in thousands)

    As of September 30, 2025  

Purchase consideration (i)

    $ (5,235,016 ) 

Transaction costs (ii)

      (42,100 ) 

Post combination stock-based compensation expense (iii)

      (20,737 ) 
  

 

 

  

Pro forma adjustment to cash and cash equivalents

    $ (5,297,853 ) 
  

 

 

  

 

  (i)

Refer to Note 2(a) in these notes to the unaudited pro forma condensed combined financial information for more details.

 

  (ii)

Refer to Note 4(c) in these notes to the unaudited pro forma condensed combined financial information for more details

 

  (iii)

Refer to Note 4(d) in these notes to the unaudited pro forma condensed combined financial information for more details

 

(f)

Reflects the elimination of long-term debt and accrued interest payable related to the debt repayment by BioMarin on behalf of Amicus.

 

8

(g)

Reflects an adjustment related to deferred tax liabilities which are primarily derived based on fair value adjustments from the preliminary purchase price allocation.

4. Transaction Accounting Adjustments to Unaudited Pro Forma Combined Statements of Operations

 

(a)

Represents the adjustment to record elimination of historical amortization expense and recognition of new amortization expense related to identifiable intangible assets based on the estimated fair value. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful life as discussed in Note 3(a) above and is included under the amortization of intangible assets line item on the pro forma condensed combined income statements.

 

Amortization Expense – Intangible assets

(in thousands)

    For the Nine Months Ended
September 30, 2025		      For the Year Ended
December 31, 2024		  

Total pro forma intangible assets amortization

    $ 304,545      $ 406,060  

Less: Amicus amortization expense, as reported

      (2,456 )       (3,292 ) 
  

 

 

     

 

 

  

Pro forma adjustment to income statements

    $ 302,089      $ 402,768  
  

 

 

     

 

 

  

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $30.5 million and $40.6 million for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

 

(b)

Represents the additional cost of sales recognized in connection with the step-up of inventory to fair value. BioMarin will recognize the increased value of inventory in cost of sales as the inventory is sold, which for purposes of the pro forma condensed combined financial information is assumed to occur within seven months for Galafold and 25 months for Pombiliti, based on the average historical inventory turnover, after the merger date.

 

(c)

Transaction Costs

BioMarin has incurred or is expecting to incur $42.1 million of non-recurring transaction costs after September 30, 2025. These costs primarily consist of professional, legal, and other merger related fees. On the pro forma balance sheet as of September 30, 2025, these transaction costs have been recorded as a reduction in cash with an offset to accumulated deficit based on the assumption that all the transaction costs will be paid by BioMarin upon the close of the Merger. Further, on the unaudited pro forma condensed combined statement of operations for the year ending December 31, 2024, these transaction costs have been expensed under selling, general and administrative expenses.

 

(d)

Stock based compensation

In connection with the Merger, the RSUs, PSUs and In the Money Options of Amicus will be cancelled and converted into a right to receive a cash settlement on the closing date.

The table below represents the computation of the cash settlement towards Amicus’ equity awards:

 

Type of award

    Outstanding awards      Settlement price per award     Amount ($ in thousands)  

RSU

      9,512,096      $ 14.50     $ 137,925  

PSU

      5,913,820      $ 14.50       85,750  

In the Money Options

      25,440,074      $ 2.88 (i)      90,647  
       

 

 

  
        $ 314,322  
       

 

 

  

 

  (i)

Represents the difference between the Merger Consideration ($14.50 per share) and weighted average exercise price of Options ($11.62 per option), however the estimated value of settlement is calculated based on the actual exercise price of each Option award.

 

  (ii)

The estimated value of the PSUs reflects award based on maximum level of performance.

Since the In the Money Options do not provide for automatic acceleration of vesting upon a change in control, the cash settlement of $90.6 million that relates to Amicus’ In the Money Options will be divided among the pre- and post-combination periods by utilizing the respective vesting periods attributable to pre- and post-combination periods. Accordingly, the costs attributable to the pre-combination services of $69.9 million is included in the Merger consideration. The remaining costs attributable to the post combination services of $20.7 million is recorded as compensation expense for the year ended December 31, 2024. The RSUs and PSUs automatically vest upon a change in control and cash paid to settle these awards of $137.9 million and $85.8 million, respectively, is included in the Merger Consideration.

 

9

(e)

Income Taxes

The income tax impact of the pro forma adjustments utilizes blended statutory income tax rates in effect of 23.22% for the nine months ended September 30, 2025, and the year ended December 31, 2024. The effective tax rate of BioMarin following the acquisition could be significantly different depending on post-acquisition activities, including cash needs, the geographical mix of income, and changes in tax law. Because the tax rates used for the unaudited condensed combined pro forma statement of operations are estimated, the blended rate will likely vary from the actual effective tax rate in periods subsequent to the completion of the acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

5. Debt and Other Transaction Accounting Adjustments

 

(a)

Debt Financing

Reflects the impact of the Notes and Term Facilities:

 

(in thousands)

    Debt Financing      Interest expense      Interest expense  
     As of September 30,
2025		      For the Nine Months ended
September 30, 2025		      For the Year Ended
December 31, 2024		  

Notes

    $ 850,000      $ 40,982      $ 54,643  

Term Facilities

      2,800,000        121,148        164,490  

Add/ (Less): Unamortized new debt issuance costs (balance sheet) and Amortization of debt issuance costs (income statement)

      (50,188 )       5,612        7,584  

Less: Reversal of Amicus’ historical debt issuance costs and interest expense paid off

      —         (34,709 )       (49,635 ) 
  

 

 

     

 

 

     

 

 

  

Pro forma adjustment

    $ 3,599,813      $ 133,033      $ 177,082  
  

 

 

     

 

 

     

 

 

  

The below table reflects the impact to the pro forma balance sheet:

 

(in thousands)    As of
September 30,
2025		  

Short term debt

    $ 60,000  

Long term debt, net

      3,539,813  
  

 

 

  

Pro forma adjustment

    $ 3,599,813  
  

 

 

  

The interest rate on the variable rate Term Facilities is calculated using the Term SOFR adjusted for a margin and is initially estimated to be approximately 5.45% and 6.20% for Term Loan A Facility and Term Loan B Facility, respectively. The interest rate on Notes will be a fixed rate, and the interest rate is initially estimated to be approximately 6.50%.

A sensitivity analysis on interest expense with respect to the variable rate Term Facilities was performed for the nine months ended September 30, 2025 and the year ended December 31, 2024. A hypothetical 0.125% increase or decrease in the actual or assumed interest rate would result in an approximate increase or decrease in interest expense of $2.5 million for the nine months ended September 30, 2025 and $3.4 million for the year ended December 31, 2024.

 

(b)

In connection with, and concurrently with the execution of the Merger Agreement, the Company entered into a debt commitment letter dated December 19, 2025 with Morgan Stanley Senior Funding, Inc. (“MSSF”), pursuant to which MSSF committed, subject to satisfaction of customary conditions, to provide the Company with a senior secured 364-day bridge loan facility in an aggregate principal amount of $3.65 billion (the “Bridge Loan Facility”). Upon execution of the Company’s expected Debt Financing discussed above, the deferred costs are expected to be expensed to interest expense. If the Debt Financing is not completed, the deferred costs would be amortized to interest expense over the 364-day term of the Bridge Loan Facility commencing upon closing.

 

(c)

Represents the liquidation of short-term investments and long-term investments on the Acquisition Closing Date to provide liquidity to fund the purchase price and support ongoing cash needs.

 

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6. Earnings per share

The following table represents the calculation of basic and diluted earnings (loss) per common share (common shares in thousands):

 

     For the Nine Months
ended September 30, 2025		      For the Year Ended
December 31, 2024		  

Numerator:

      

Net income (loss), basic

    $ 26,785      $ (259,582 ) 

Net income (loss), diluted

    $ 26,785      $ (259,582 ) 

Denominator:

      

Weighted-average common shares outstanding, basic

      191,639        190,027  

Weighted-average common shares outstanding, diluted

      191,639        190,027  
  

 

 

     

 

 

  

Earnings per share, basic

    $ 0.14      $ (1.37 ) 
  

 

 

     

 

 

  

Earnings per share, diluted

    $ 0.14      $ (1.37 ) 
  

 

 

     

 

 

  

7. Reclassification Adjustments

Represents the historical information of Amicus, as adjusted, to reflect reclassifications made to align Amicus’ financial statements to BioMarin’s financial reporting presentation.

 

11

Amicus Unaudited Reclassified Condensed Balance Sheet

As of September 30, 2025

(in thousands)

 

     Amicus
Historical		     Reclassification (i)     Amicus
Reclassed		  
ASSETS       

Current assets:

       

Cash and cash equivalents

    $ 190,553     $ —      $ 190,553  

Investments in marketable securities

      73,290       —        73,290  

Accounts receivable

      113,838       —        113,838  

Inventories

      177,928       —        177,928  

Prepaid expenses and other current assets

      38,457       —        38,457  
  

 

 

    

 

 

    

 

 

  

Total current assets

      594,066       —        594,066  

Operating lease right-of-use assets, net

      21,549       (21,549 )      —   

Property and equipment, less accumulated depreciation

      27,759       —        27,759  

Intangible assets, less accumulated amortization

      14,743       —        14,743  

Goodwill

      197,797       —        197,797  

Other non-current assets

      12,897       21,549       34,446  
  

 

 

    

 

 

    

 

 

  

Total assets

    $ 868,811     $ —      $ 868,811  
  

 

 

    

 

 

    

 

 

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

       

Current liabilities:

       

Accounts payable

    $ 19,103     $ (19,103 )    $ —   

Accrued expenses and other current liabilities

      171,165       (171,165 )      —   

Operating lease liabilities

      8,662       (8,662 )      —   

Accounts payable and accrued liabilities

      —        198,930       198,930  
  

 

 

    

 

 

    

 

 

  

Total current liabilities

      198,930       —        198,930  

Long-term debt

      391,985       —        391,985  

Operating lease liabilities

      42,174       (42,174 )      —   

Other non-current liabilities

      5,298       42,174       47,472  
  

 

 

    

 

 

    

 

 

  

Total liabilities

      638,387       —        638,387  

Stockholders’ equity

       

Common stock

      3,017       (71 )      2,946  

Common stock in treasury, at cost

      (71 )      71       —   

Additional paid-in capital

      2,973,625       —        2,973,625  

Accumulated other comprehensive income (loss) :

       

Foreign currency translation adjustment

      22,886       —        22,886  

Unrealized loss on available-for-sale securities

      (53 )      —        (53 ) 

Accumulated deficit

      (2,768,980 )      —        (2,768,980 ) 
  

 

 

    

 

 

    

 

 

  

Total Shareholders’ equity

      230,424       —        230,424  
  

 

 

    

 

 

    

 

 

  

Total liabilities and stockholders’ equity

    $ 868,811     $ —      $ 868,811  
  

 

 

    

 

 

    

 

 

  

 

(i)

Reflects reclassification entries necessary to the condensed Amicus balance sheet to align with the condensed BioMarin financial statement presentation.

 

12

Amicus Unaudited Reclassified Condensed Statement of Operations

For the nine months ended September 30, 2025

(in thousands)

 

     Amicus
Historical		     Reclassification (i)     Amicus
Reclassed		  

Net product sales

    $ 448,998     $ —      $ 448,998  

Cost of goods sold

      46,382       —        46,382  
  

 

 

    

 

 

    

 

 

  

Gross profit

      402,616         402,616  

Operating expenses:

       

Research and development

      112,102       867       112,969  

Selling, general, and administrative

      266,406       3,942       270,348  

Loss on impairment of assets

      1,702       (1,702 )      —   

Depreciation and amortization

      5,563       (5,563 )      —   

Intangible asset amortization

      —        2,456       2,456  
  

 

 

    

 

 

    

 

 

  

Total operating expenses

      385,773       —        385,773  
  

 

 

    

 

 

    

 

 

  

Income from operations

      16,843       —        16,843  
  

 

 

    

 

 

    

 

 

  

Other expense:

       

Interest income

      2,484       —        2,484  

Interest expense

      (34,731 )      —        (34,731 ) 

Other income (expense

      12,452       —        12,452  
  

 

 

    

 

 

    

 

 

  

Income (loss) before income tax

      (2,952 )      —        (2,952 ) 

Income tax expense

      (25,848 )      —        (25,848 ) 
  

 

 

    

 

 

    

 

 

  

Net income (loss)

    $ (28,800 )    $ —      $ (28,800 ) 
  

 

 

    

 

 

    

 

 

  

 

(i)

Reflects reclassification entries necessary to align Amicus with the condensed BioMarin financial statement presentation.

 

13

Amicus Unaudited Reclassified Condensed Statement of Operations

For the year ended December 31, 2024

(in thousands)

 

     Amicus
Historical		     Reclassification (i)     Amicus
Reclassed		  

Net product sales

    $ 528,295     $ —      $ 528,295  

Cost of goods sold

      52,943       —        52,943  
  

 

 

    

 

 

    

 

 

  

Gross profit

      475,352       —        475,352  

Operating expenses:

       

Research and development

      109,362       1,465       110,827  

Selling, general, and administrative

      323,379       12,978       336,357  

Restructuring charges

      9,188       (9,188 )      —   

Depreciation and amortization

      8,547       (8,547 )      —   

Intangible asset amortization

      —        3,292       3,292  
  

 

 

    

 

 

    

 

 

  

Total operating expenses

      450,476       —        450,476  
  

 

 

    

 

 

    

 

 

  

Income from operations

      24,876       —        24,876  
  

 

 

    

 

 

    

 

 

  

Other expense:

       

Interest income

      5,407       —        5,407  

Interest expense

      (49,598 )      —        (49,598 ) 

Other income (expense)

      (9,441 )      —        (9,441 ) 
  

 

 

    

 

 

    

 

 

  

Income (loss) before income tax

      (28,756 )      —        (28,756 ) 

Income tax expense

      (27,350 )      —        (27,350 ) 
  

 

 

    

 

 

    

 

 

  

Net income (loss)

    $ (56,106 )    $ —      $ (56,106 ) 
  

 

 

    

 

 

    

 

 

  

 

(i)

Reflects reclassification entries necessary to align Amicus with the condensed BioMarin financial statement presentation.

 

14