AMICUS THERAPEUTICS,INC. (NASDAQ:FOLD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
On July12, 2017, Amicus Therapeutics,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs& Co. LLC, as representatives of the several underwriters set forth on Schedule 1 thereto (the “Underwriters”), relating to an underwritten public offering of 18,367,347 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.01 per share (the “Offering”). The price to the public in this Offering is $12.25 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company to the Underwriting Agreement at a price of $11.515 per share.
In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days after July13, 2017, to purchase up to an additional 2,755,102 shares of the Company’s common stock (the “Option Shares”, and together with the Underwritten Shares, the “Shares”) at a price of $11.515.
The net proceeds from the sale of the Underwritten Shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $211.5 million.
The Offering is being made to the Company’s registration statement on FormS-3 (Registration No.333-211005) filed with the U.S. Securities and Exchange Commission (the “Commission”) on April29, 2016, which became effective automatically upon the filing thereof. A preliminary prospectus supplement relating to the Offering was filed with the Commission on July12, 2017, and a final prospectus supplement relating to the Offering was filed with the Commission on July13, 2017. The closing of the Offering is expected to take place on July18, 2017, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters (including for liabilities under the Securities Act of 1933, as amended) and termination and other provisions customary for transactions of this nature. The representations, warranties and covenants of the Company contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.
A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The legal opinion and consent of Pepper Hamilton LLP relating to the Shares is filed as Exhibit5.1 to this Current Report on Form8-K and is incorporated herein by reference.
The Company’s press releases, dated July12, 2017 and July12, 2017, announcing the commencement and pricing of the Offering, respectively, are filed as Exhibit99.1 and Exhibit99.2 to this Current Report on Form8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
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Exhibit Number |
Description |
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1.1 |
Underwriting Agreement dated July12, 2017, by and among Amicus Therapeutics,Inc., J.P. Morgan Securities LLC and Goldman Sachs& Co. LLC, as representatives of the several underwriters set forth on Schedule 1 thereto |
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5.1 |
Opinion of Pepper Hamilton LLP |
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23.1 |
Consent of Pepper Hamilton LLP (reference is made to Exhibit5.1 hereto) |
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99.1 |
Press Release of Amicus Therapeutics,Inc. dated July12, 2017 |
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99.2 |
Press Release of Amicus Therapeutics,Inc. dated July12, 2017 |