SEC Company Response from BIOMARIN PHARMACEUTICAL INC (BMRN) (CIK 0001048477) (BMRN) — May 19, 2005
BIOMARIN PHARMACEUTICAL INC (BMRN) (CIK 0001048477)
Date: May 19, 2005 · CIK: 0001048477 · Accession: 0001193125-05-111038
AI Filing Summary & Sentiment
Reasoning
Referenced dates: May 18, 2005
Letter
Office of Mergers & Acquisitions Division of Corporation Finance Re: BioMarin Pharmaceutical Inc. – Revised Preliminary Proxy Statement on Schedule 14A Filed May 19, 2005 (File No. 0-26727)
Dear Mr. Panos:
We are writing on behalf of our client, BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company” or “BioMarin”), in response to the letter of comments from the Staff of the Securities and Exchange Commission to the Company dated May 18, 2005 (the “Comment Letter”) with respect to the Company’s Revised Preliminary Proxy Statement on Schedule 14A filed May 16, 2005 (the “Proxy Statement”). The Company is filing concurrently herewith via EDGAR a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”), marked to indicate changes from the Proxy Statement as last filed. The changes reflected in the Revised Proxy Statement include those made in response to the comments of the Staff set forth in the Comment Letter. A courtesy copy of the Revised Proxy Statement marked to indicate changes from the Proxy Statement as last filed is enclosed.
Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, we have numbered each of the responses to correspond to the numbered paragraphs in the Comment Letter. Additionally, the text of each of the numbered comments in the Comment Letter has been duplicated in bold type to precede each of the Company’s responses. Capitalized terms used and not defined herein have the meanings ascribed to each such term in the Proxy Statement.
Nicholas P. Panos, Esq.
U.S. Securities and Exchange Commission
May 19, 2005
Page 2
Schedule 14A
Dissident Shareholder Solicitation
1. Provide us with the basis for the assertion that Mr. Klein elected not to comment upon the relevant portions of the Company’s proxy statement or delete the reference. For example, describe the nature and extent to which Mr. Klein had discussions or communications following his receipt of the portions of the proxy statement with any Company representative on this matter.
Response
The Company has no record of receiving any response, written or verbal, from Mr. Klein with respect to the proxy statement. In response to the Staff’s concern, the Company has nonetheless deleted the referenced disclosure.
2. Please reconcile the April 15 and April 18 dates cited in this section. For example, April 15 is designated as the date upon which notice was received but April 18 is the date upon which the Company is deemed to have been so notified.
Response
The correction has been made.
3. Provide us with the basis for the assertion that the Committee was influenced by an “apparent lack of candor” exhibited by Mr. Klein, or delete the reference. For example, confirm, if true, that the Committee was unaware that Mr. Klein was nominated by the Caduceus Entities and/or was otherwise of the belief that his interests were not aligned with those of the Caduceus Entities.
Response
The basis for the Company’s belief was set forth in the Preliminary Proxy. In response to the Staff’s concern, the Company has nonetheless deleted the referenced disclosure.
Nicholas P. Panos, Esq.
U.S. Securities and Exchange Commission
May 19, 2005
Page 3
If you have any questions with respect to the foregoing, please contact the undersigned at (650) 470-4590.
Very truly yours,
/s/ Gregory C. Smith
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CORRESP 1 filename1.htm SEC Correspondence DIRECT DIAL 650-470-4590 DIRECT FAX 650-470-4570 EMAIL ADDRESS grsmith@skadden.com May 18, 2005 Nicholas P. Panos, Esq. Special Counsel Office of Mergers & Acquisitions U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Mail Stop 4-6 Washington, D.C. 20549 Re: BioMarin Pharmaceutical Inc. – Revised Preliminary Proxy Statement on Schedule 14A Filed May 19, 2005 (File No. 0-26727) Dear Mr. Panos: We are writing on behalf of our client, BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company” or “BioMarin”), in response to the letter of comments from the Staff of the Securities and Exchange Commission to the Company dated May 18, 2005 (the “Comment Letter”) with respect to the Company’s Revised Preliminary Proxy Statement on Schedule 14A filed May 16, 2005 (the “Proxy Statement”). The Company is filing concurrently herewith via EDGAR a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”), marked to indicate changes from the Proxy Statement as last filed. The changes reflected in the Revised Proxy Statement include those made in response to the comments of the Staff set forth in the Comment Letter. A courtesy copy of the Revised Proxy Statement marked to indicate changes from the Proxy Statement as last filed is enclosed. Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, we have numbered each of the responses to correspond to the numbered paragraphs in the Comment Letter. Additionally, the text of each of the numbered comments in the Comment Letter has been duplicated in bold type to precede each of the Company’s responses. Capitalized terms used and not defined herein have the meanings ascribed to each such term in the Proxy Statement. Nicholas P. Panos, Esq. U.S. Securities and Exchange Commission May 19, 2005 Page 2 Schedule 14A Dissident Shareholder Solicitation 1. Provide us with the basis for the assertion that Mr. Klein elected not to comment upon the relevant portions of the Company’s proxy statement or delete the reference. For example, describe the nature and extent to which Mr. Klein had discussions or communications following his receipt of the portions of the proxy statement with any Company representative on this matter. Response The Company has no record of receiving any response, written or verbal, from Mr. Klein with respect to the proxy statement. In response to the Staff’s concern, the Company has nonetheless deleted the referenced disclosure. 2. Please reconcile the April 15 and April 18 dates cited in this section. For example, April 15 is designated as the date upon which notice was received but April 18 is the date upon which the Company is deemed to have been so notified. Response The correction has been made. 3. Provide us with the basis for the assertion that the Committee was influenced by an “apparent lack of candor” exhibited by Mr. Klein, or delete the reference. For example, confirm, if true, that the Committee was unaware that Mr. Klein was nominated by the Caduceus Entities and/or was otherwise of the belief that his interests were not aligned with those of the Caduceus Entities. Response The basis for the Company’s belief was set forth in the Preliminary Proxy. In response to the Staff’s concern, the Company has nonetheless deleted the referenced disclosure. Nicholas P. Panos, Esq. U.S. Securities and Exchange Commission May 19, 2005 Page 3 If you have any questions with respect to the foregoing, please contact the undersigned at (650) 470-4590. Very truly yours, /s/ Gregory C. Smith Gregory C. Smith cc: G. Eric Davis Vice President, Corporate Counsel and Assistant Secretary BioMarin Pharmaceutical Inc.