Amicus Therapeutics (FOLD) Proxy Filing summary

Executive summary

• Special meeting scheduled for March 3, 2026, to vote on a merger with BioMarin Pharmaceutical Inc. via Lynx Merger Sub 1, Inc., making the company a wholly owned subsidiary of BioMarin at $14.50 per share in cash.

• The board unanimously recommends voting FOR the merger, the related executive compensation, and the potential adjournment to solicit more proxies if needed.

• The merger consideration represents a 33% premium over the last trading day before announcement and higher premiums over 30- and 60-day averages.

• If approved, shares will be delisted from Nasdaq and deregistered with the SEC; if not, the company remains independent and public.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the merger agreement, (2) non-binding approval of compensation for named executive officers related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Failure to vote or instruct a broker is counted as a vote against the merger but not against the other proposals.

Board of directors and corporate governance

• The board formed a Transactions Committee to oversee strategic alternatives and the merger process.

• The board, after extensive review and negotiation, determined the merger is fair and in the best interest of shareholders.

• The board considered strategic alternatives, market conditions, and competitive landscape before recommending the merger.