Item 1.01
Entry into a Material Definitive Agreement.
On September 19, 2018, Amicus Therapeutics, Inc., a Delaware corporation (Amicus), entered into an Agreement and Plan of Merger (the Merger Agreement) with Celenex, Inc., a Delaware corporation (Celenex), Columbus Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Amicus (Merger Sub), and Shareholder Representative Services LLC, a Colorado limited liability company (the Shareholders Representative), solely in its capacity as the Shareholders Representative. At substantially the same time as entry into the Merger Agreement, the transactions contemplated by the Merger Agreement closed and Merger Sub merged with and into Celenex (the Merger), with Celenex surviving as a wholly owned subsidiary of Amicus, subject to the terms and conditions set forth in the Merger Agreement.
Pursuant to the terms of the Merger Agreement, at the closing, Amicus paid holders of Celenexs capital stock an amount in cash equal to
$100,000,000. Amicus has also agreed to pay up to an additional (a) $15,000,000 in connection with the achievement of certain development milestones and $262,000,000 in connection with the achievement of certain Biologics License Application / Marketing Authorization Application submission and approval milestones across multiple programs and (b) up to $75,000,000 in tiered sales milestone payments, for a potential aggregate deal value of $452,000,000. Further, if Amicus obtains one or more Priority Review Vouchers (PRV) with respect to any product candidate then, with respect to each such PRV, upon the sale of such PRV to a third party Amicus will pay an amount equal to 50% of the net proceeds from the PRV sale. If Amicus elects to use a PRV, Amicus will pay an amount equal to 50% of the value of such PRV. The milestone payments and any PRV payment shall be made in cash.
The Merger Agreement contains customary representations, warranties, covenants and indemnities of each of Amicus and Celenex. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. The assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by Amicus and Celenex in connection with negotiating their respective terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders of Amicus. For the foregoing reasons, none of Amicus stockholders or any other person should rely on such representations and warranties, or any characterizations thereof, as statements of factual information at the time they were made or otherwise.
The foregoing summary of the Merger Agreement is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
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