Amicus Therapeutics, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share FOLD NASDAQ Indicate by
• $14.50 — and converted into the right to receive $14.50 per Share in cash, without interest the
• $175,000,000 — ired to pay Parent a termination fee of $175,000,000. Such circumstances include where the M

Filing Documents

• ef20061157_8k.htm (8-K) — 62KB
• ef20061157_ex2-1.htm (EX-2.1) — 632KB
• ef20061157_ex3-1.htm (EX-3.1) — 3KB
• ef20061157_ex99-1.htm (EX-99.1) — 52KB
• ef20061157_ex99-2.htm (EX-99.2) — 17KB
• ef20061157_ex99-3.htm (EX-99.3) — 14KB
• ef20061157_ex99-4.htm (EX-99.4) — 17KB
• ef20061157_ex99-5.htm (EX-99.5) — 66KB
• ef20061157_ex99-6.htm (EX-99.6) — 16KB
• ef20061157_ex99-7.htm (EX-99.7) — 16KB
• ef20061157_ex99-8.htm (EX-99.8) — 18KB
• ef20061157_ex99-7slide1.jpg (GRAPHIC) — 216KB
• ef20061157_ex99-7slide2.jpg (GRAPHIC) — 357KB
• image0.jpg (GRAPHIC) — 9KB
• image00001.jpg (GRAPHIC) — 48KB
• image00002.jpg (GRAPHIC) — 3KB
• image00004.jpg (GRAPHIC) — 5KB
• 0001140361-25-046134.txt ( ) — 2158KB
• fold-20251219.xsd (EX-101.SCH) — 4KB
• fold-20251219_lab.xml (EX-101.LAB) — 22KB
• fold-20251219_pre.xml (EX-101.PRE) — 16KB
• ef20061157_8k_htm.xml (XML) — 4KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On December 19, 2025, the Board approved and adopted an amendment (the " Forum Selection Amendment ") to the Company's existing By-laws that amends Article VI to include a new Section 6.5. The Forum Selection Amendment is filed as Exhibit 3.1 hereto and incorporated by reference herein. Item7.01 Regulation FD. On December 19, 2025, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. On December 19, 2025, the Company distributed an email to its employees regarding the proposed transaction. A copy of the email is attached as Exhibit 99.2 hereto and is incorporated herein by reference. On December 19, 2025, the Company posted a message on LinkedIn regarding the proposed transaction. A copy of the posted message is attached as Exhibit 99.3 hereto and is incorporated herein by reference. On December 19, 2025, the Company distributed an email to its employees regarding BioMarin's CEO Alexander Hardy's attendance at a town hall meeting with Amicus employees and distributed Mr. Hardy's letter addressed to Amicus employees. A copy of the email is attached as Exhibit 99.4 hereto and is incorporated herein by reference. On December 19, 2025, the Company distributed a FAQ document to its employees regarding the proposed transaction. A copy of such document is attached as Exhibit 99.5 hereto and is incorporated herein by reference. On December 19, 2025, the Company distributed a letter to certain of its stakeholders, including vendors, suppliers, policymakers, clinical trial partners, patients and advocate groups, regarding the proposed transaction. A form of this letter is attached as Exhibit 99.6 hereto and is incorporated herein by reference. On December 19, 2025, the Company distributed a fact sheet to certain of its investors and analysts reg

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of December 19 , 2025, by and among Amicus Therapeutics, Inc., BioMarin Pharmaceutical Inc., and Lynx Merger Sub 1, Inc.* 3.1 Amendment to Amicus Therapeutics, Inc.'s Second Amended and Restated By-laws, dated December 19, 2025. 99.1 Joint Press Release issued by Amicus Therapeutics, Inc. and BioMarin Pharmaceutical Inc. on December 19, 2025. 99.2 Employee email dated December 19, 2025. 99.3 LinkedIn post dated December 19, 2025. 99.4 BioMarin CEO email dated December 19, 2025. 99.5 Employee FAQ dated December 19, 2025. 99.6 Form of stakeholder letter, first sent December 19, 2025. 99.7 Investor Fact Sheet dated December 19, 2025. 99.8 Form of email to certain investors and analysts, first sent December 19, 2025. * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished. *** Important Information and Where to Find It In connection with the proposed acquisition of Amicus by Parent (the " Transaction ") , Amicus intends to file with the SEC a proxy statement (the " Proxy Statement "), the definitive version of which will be sent or provided to Amicus stockholders. Amicus may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Amicus may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR

Forward Looking Statements

Forward Looking Statements This Current Report contains certain "forward-looking statements" intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements about the anticipated timing of closing of the Transaction in the second quarter of the calendar year 2026; and the timing of the filing of the proxy statement for the Amicus' special stockholder meeting in connection with the Transaction . Forward-looking statements include any statements containing the words "anticipate," "believe," "estimate," "expect," "intend", "goal," "may", "might," "plan," "predict," "project," "seek," "target," "potential," "will," "would," "could," "should," "continue" and similar expressions. Forward-looking statements are subject to certain risks, uncertainties, or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: consummating the Transaction and financing in the anticipated timeframe, if at all ; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; uncertainties as to the ability to obtain shareholder approval; the possibility that competing acquisition proposals will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction (or only grant approval subject to adverse conditions or limitations) ; the effects of the Transaction on relationships with employees, customers, suppliers, other business partners or governmental en

SIGNATURES

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 hereunto duly authorized. Date: December 19, 2025 Amicus Therapeutics, Inc. By: /s/ Ellen S. Rosenberg Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary

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