Amicus Therapeutics (FOLD) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger in which the company will become a wholly owned subsidiary of another biotechnology firm, with each share converted to $14.50 in cash, representing a significant premium over recent trading prices.

• The board unanimously recommends approval of the merger, a non-binding advisory vote on executive compensation related to the merger, and the potential adjournment of the meeting to solicit more votes if needed.

• The merger is not contingent on financing; the acquirer has secured commitments for $3.65 billion in bridge loans to fund the transaction.

• If the merger is not completed, the company will remain independent, but may owe a $175 million termination fee under certain circumstances.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the merger agreement, (2) approval of compensation for named executive officers related to the merger (advisory only), and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or instruct a broker is counted as a vote against the merger.

• The board recommends voting FOR all three proposals.

Board of directors and corporate governance

• The board formed a transactions committee to oversee the process and engaged two financial advisors for independent analysis.

• The board considered strategic alternatives, conducted outreach to other potential acquirers, and negotiated improved terms with the acquirer.

• The board concluded the merger consideration is the best value reasonably available to shareholders.