BioMarin to acquire Amicus Therapeutics for $4.8 billion in an all-cash definitive deal at $14.50 per share (33% premium), unanimously approved by both boards with closing targeted for Q2 2026 pending approvals.
The cos entered into a definitive agreement to acquire Amicus for $14.50 per share in an all-cash transaction for a total equity value of approximately $4.8 bln. The agreement has been unanimously approved by the Boards of Directors of both companies and Amicus' Board of Directors unanimously recommended that Amicus' stockholders vote to adopt the agreement. The transaction is expected to close in the second quarter of 2026, subject to regulatory clearances, approval by the stockholders of Amicus and other customary closing conditions.
- Transaction Terms: Under the terms of the agreement, BioMarin will acquire Amicus for $14.50 per share in an all-cash transaction, representing a 33% premium to Amicus' last close, a 46% premium to the 30-day volume-weighted average stock price and a 58% premium to the 60-day volume-weighted average stock price. The consummation of the transaction is subject to customary closing conditions.
- The transaction is expected to:
- Accelerate Revenue Growth. The acquisition is expected to increase BioMarin's long-term CAGR through 2030 and beyond. Both Galafold and Pombiliti + Opfolda have high-growth potential and generated combined net product revenues over the past four quarters totaling $599 million. Based on the Galafold litigation settlements announced today, U.S. exclusivity for Galafold is expected through January 2037.
- Diversify the Commercial Portfolio. The acquisition will add two therapies to BioMarin's Enzyme Therapies Business Unit and provide expansion opportunities for Galafold and Pombiliti + Opfolda across BioMarin's global footprint.
- Create Substantial Shareholder Value. The acquisition will add revenue immediately after the transaction closes. It is expected to be accretive to Non-GAAP Diluted EPS in the first 12 months after close and substantially accretive beginning in 2027. With strong cash flow generation and a commitment to deleveraging, BioMarin is targeting gross leverage <2.5x within two years after close.
- Financing: The transaction is not subject to financing conditions. BioMarin intends to finance the transaction through a combination of cash on hand and approximately $3.7 bln of non-convertible debt financing. Morgan Stanley Senior Funding, Inc. is acting as sole lead arranger and has provided a bridge commitment for this amount. The permanent financing structure will include a meaningful portion of pre-payable debt, in line with BioMarin's commitment to deleveraging with a target of gross leverage of <2.5x within two years after the closing of the proposed transaction.
- Pending U.S. Galafold IP Litigation Resolved: Separately, Amicus has resolved the patent litigation it brought in response to Aurobindo Pharma's and Lupin Ltd.'s Abbreviated New Drug Applications seeking approval to market a generic version of Galafold 123 mg capsules prior to expiration of the certain Amicus patents. In connection with the resolution of the patent litigation, Amicus entered into License Agreements with Aurobindo and Lupin for Galafold 123 mg capsules. Pursuant to the terms of the agreements, Amicus will grant Aurobindo and Lupin licenses to market generic versions of Galafold in the United States beginning on January 30, 2037, if approved by the FDA and unless certain limited circumstances customarily included in these types of agreements occur. As required by law, the companies will submit the confidential license agreements to the U.S. Federal Trade Commission and the U.S. Department of Justice for review. In accordance with the agreements, the parties will terminate all ongoing Hatch-Waxman litigation between Amicus and Aurobindo and Lupin regarding Galafold patents pending in the U.S. District Court for the District of Delaware.
