Item 1.01. Entry Into a Material Definitive Agreement.
On May 30, 2019, Amicus Therapeutics, Inc. (the “
Company
”) entered into an underwriting agreement (the “
Underwriting Agreement
”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and SVB Leerink LLC (collectively, the “
Underwriters
”), relating to an underwritten public offering of 16,279,070 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 $10.75 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $10.105 per share.
In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days after May 30, 2019, to purchase up to an additional 2,441,860 shares of the Company’s common stock (the “
Option Shares
”, and together with the Underwritten Shares, the “
Shares
”) at a price of $10.105.
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 $164 million.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-231017) filed with the U.S. Securities and Exchange Commission (the “
Commission
”) on April 24, 2019, which became effective automatically upon the filing thereof. A preliminary prospectus supplement relating to the Offering was filed with the Commission on May 30, 2019, and a final prospectus supplement relating to the Offering was filed with the Commission on May 31, 2019. The closing of the Offering is expected to take place on June 4, 2019, 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 Exhibit 1.1 to this Current Report on Form 8-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 Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company’s press releases, dated May 29, 2019 and May 30, 2019, announcing the commencement and pricing of the Offering, respectively, are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.