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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): February 6, 2002
BioMarin Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26727 68-0397820
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number Identification No.)
371 Bel Marin Keys Boulevard, Suite 210, Novato, CA 94949
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 884-6700
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 7, 2002, BioMarin Pharmaceutical Inc. (the "Registrant")
announced that it has reached a definitive agreement to acquire all of the
outstanding shares of Glyko Biomedical Ltd. ("Glyko Biomedical"). Glyko
Biomedical's principal asset is a 22% ownership interest in the capital stock of
the Registrant.
Under the terms of the acquisition agreement among the Registrant, Glyko
Biomedical and a Canadian subsidiary of BioMarin, Glyko Biomedical's common
shareholders will be entitled to receive 11,367,617 shares of the Registrant in
exchange for the acquisition of all of the outstanding shares of Glyko
Biomedical by the BioMarin subsidiary.
The board of directors of Glyko Biomedical has unanimously approved the
transaction and agreed to recommend to its shareholders that they vote in favor
of the transaction. The acquisition is subject to the approval of shareholders
of the Registrant and Glyko Biomedical as well as legal and regulatory approvals
including, without limitation, court approval in Canada. Shareholders holding
approximately 27.3% of the outstanding shares of Glyko Biomedical, including all
of the directors of Glyko Biomedical, have agreed, subject to certain
conditions, to vote in favor of the transaction. The transaction is also
contingent on satisfying certain other conditions.
The Registrant's press release issued on February 7, 2002 is attached
hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit 99.1 Press Release of the Registrant dated
February 7, 2002
SIGNATURE
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.
BioMarin Pharmaceutical Inc.,
a Delaware corporation
Date: February 7, 2002 By: /s/ Christopher M. Starr
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Christopher M. Starr
Senior Vice President, Research and Development
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Press Release of the Registrant dated February 7, 2002
Exhibit 99.1
BioMarin to Consolidate Share Structure by Acquiring Glyko Biomedical
NOVATO, Calif., Feb 7, 2002 /PRNewswire-FirstCall via COMTEX/ --
Glyko Biomedical Shareholders to Become Direct Stockholders of BioMarin
BioMarin Pharmaceutical Inc. (Nasdaq and SWX New Market: BMRN) today announced
that it has signed a definitive agreement to acquire all of the outstanding
shares of Glyko Biomedical Ltd. (TSE: GBL). Glyko Biomedical's principal asset
is a 22% ownership interest in the capital stock of BioMarin.
Fredric D. Price, BioMarin's Chairman and Chief Executive Officer, said,
"Acquiring Glyko Biomedical solidifies BioMarin's share structure and
simultaneously provides Glyko Biomedical's shareholders with increased
liquidity. Glyko Biomedical played an integral role as the lead investor in
BioMarin at our inception, and we look forward to their shareholders becoming
direct stockholders of BioMarin.
"The number of outstanding common shares of BioMarin is not affected by this
transaction. Essentially, we will provide new shares of BioMarin to Glyko
Biomedical shareholders and will retire the shares of BioMarin that Glyko
Biomedical currently holds," Mr. Price added.
Terms of the Agreement
Glyko Biomedical owns 11,367,617 shares of BioMarin. Under the terms of the
acquisition agreement among BioMarin, Glyko Biomedical and a Canadian subsidiary
of BioMarin, Glyko Biomedical's common shareholders will be entitled to receive
11,367,617 shares of BioMarin in exchange for the acquisition of all of the
outstanding shares of Glyko Biomedical by the BioMarin subsidiary.
The board of directors of Glyko Biomedical has unanimously approved the
transaction and agreed to recommend to its shareholders that they vote in favor
of the transaction. The acquisition is subject to the approval of shareholders
of BioMarin and Glyko Biomedical as well as legal and regulatory approvals
including, without limitation, court approval in Canada. Shareholders holding
approximately 27.3% of the outstanding shares of Glyko Biomedical, including all
of the directors of Glyko Biomedical, have agreed, subject to certain
conditions, to vote in favor of the transaction. The transaction is also
contingent on satisfying certain other conditions.
Subject to receipt of necessary approvals, the transaction is expected to close
within 90 days. UBS Warburg acted as financial advisor to BioMarin with regard
to this transaction.
BioMarin specializes in the development and commercialization of therapeutic
enzyme products to treat serious, life-threatening diseases and other
conditions.
This press release contains forward-looking statements about the business
prospects of BioMarin Pharmaceutical Inc. and a proposed transaction between
BioMarin and Glyko Biomedical Ltd. These forward-looking statements are
predictions and involve risks and uncertainties such that actual results may
differ materially from these statements. Results may differ materially and risk
factors are detailed in BioMarin's filings with the Securities and Exchange
Commission such as 10Q, 10K and 8K reports. Stockholders 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.
Contact:
Jeremy T. Price
Manager, Investor Relations
BioMarin Pharmaceutical Inc.
(415) 884-6777
Sharon Karlsberg
Vice President
Feinstein Kean Healthcare
(617) 577-8110
MAKE YOUR OPINION COUNT - Click Here
http://tbutton.prnewswire.com/prn/11690X77621543 SOURCE BioMarin Pharmaceutical
Inc.
CONTACT: Jeremy T. Price, Manager, Investor Relations of BioMarin Pharmaceutical
Inc., +1-415-884-6777; or Sharon Karlsberg, Vice President of Feinstein Kean
Healthcare, +1-617-577-8110 (BMRN GBL.)
http://www.prnewswire.com
Copyright (C) 2002 PR Newswire. All rights reserved.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding BioMarin Pharmaceutical Inc.'s
business which are not historical facts are "forward-looking statements" that
involve risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from those contained
in the forward-looking statements, see "Risk Factors" in the Company's Annual
Report or Form 10-K for the most recently ended fiscal year.