Form 4: Genmab Boosts Merus Stake to Over 94% in Tender Offer

Genmab A/S, through its subsidiary, increased its beneficial ownership in Merus N.V. to 72,828,509 common shares following a tender offer and subsequent acquisitions.

Summary

• Genmab A/S, through its wholly-owned subsidiary Genmab Holding II B.V. (Purchaser), acquired additional common shares of Merus N.V. as part of an ongoing tender offer.
• The tender offer was initiated under a transaction agreement entered into on September 29, 2025, between Genmab A/S, Purchaser, and Merus N.V.
• On December 12, 2025, Purchaser accepted 71,463,077 Merus Common Shares, representing approximately 94.2% of the outstanding shares, at a cash payment of $97.00 per share.
• During a subsequent offering period that commenced on December 12, 2025, Purchaser acquired an additional 15,710 shares on December 22, 2025, 561,042 shares on December 23, 2025, 96,082 shares on December 24, 2025, and 142,610 shares on December 26, 2025.
• Following these transactions, Genmab A/S beneficially owns a total of 72,828,509 Merus Common Shares.

Sentiment

Score: 8

Explanation: The filing indicates a successful and progressing tender offer by Genmab A/S to acquire Merus N.V., with a high acceptance rate and continued share purchases. This suggests a positive strategic move for Genmab and a clear exit for Merus shareholders who tendered their shares.

Positives

• Genmab A/S has significantly increased its ownership in Merus N.V., indicating a strong strategic commitment and progression towards full acquisition.
• The tender offer price of $97.00 per share provides a clear and attractive valuation for Merus shareholders who tendered their shares.
• Genmab's beneficial ownership now stands at 72,828,509 shares, representing a substantial majority of Merus's outstanding shares, which facilitates future strategic integration.

Future Outlook

The filing indicates Genmab A/S is progressing towards potentially acquiring full control of Merus N.V. through its tender offer and subsequent share acquisitions. The continued purchases suggest an intent to consolidate ownership and potentially delist Merus N.V.

Management Comments

• On September 29, 2025, Genmab A/S ("Parent"), Genmab Holding II B.V., a wholly owned subsidiary of Parent ("Purchaser"), and the Issuer entered into a transaction agreement (the "Transaction Agreement").
• Pursuant to the terms of the Transaction Agreement, Purchaser commenced a tender offer for all the issued and outstanding common shares... of the Issuer.
• On December 12, 2025, following the expiration of the initial offering period of the Offer... Purchaser accepted 71,463,077 Common Shares... representing approximately 94.2% of the Issuer's outstanding Common Shares, in exchange for a cash payment equal to $97.00 per Common Share.
• On December 12, 2025, Purchaser commenced a subsequent offering period during which Purchaser acquired an additional 549,988 Common Shares through December 21, 2025 (as previously reported), as well as an additional 15,710 Common Shares on December 22, 2025, an additional 561,042 Common Shares on December 23, 2025, an additional 96,082 Common Shares on December 24, 2025, and an additional 142,610 Common Shares on December 26, 2025.
• Parent, as the parent entity of Purchaser, beneficially owns the Common Shares held directly by Purchaser.

Industry Context

This transaction reflects a trend of consolidation within the biotechnology and pharmaceutical sectors, where larger companies acquire smaller, innovative firms to expand their pipelines or market share. Genmab, a leader in antibody therapeutics, is strengthening its position by integrating Merus, known for its bispecific antibody technology. This could enhance Genmab's R&D capabilities and product portfolio, similar to other strategic acquisitions seen in the industry aimed at leveraging synergistic technologies.

Comparison to Industry Standards

• The acquisition price of $97.00 per share for Merus N.V. common shares should be evaluated against recent M&A transactions in the biotechnology sector for companies with similar development stages, pipeline assets, and market capitalization.
• For example, comparing the premium paid over Merus's pre-announcement share price to premiums in deals like Gilead Sciences' acquisition of Immunomedics or Bristol Myers Squibb's acquisition of Celgene would provide context.
• The 94.2% initial acceptance rate in the tender offer is a strong indicator of shareholder approval, often exceeding typical initial tender rates for hostile or less attractive offers.
• Genmab's strategy of acquiring a significant stake and then continuing to purchase shares in a subsequent offering period is a common tactic for gaining full control and potentially delisting the target company, aligning with standard M&A playbooks.

Stakeholder Impact

• Shareholders (Merus): Those who tendered shares received $97.00 per share. Remaining shareholders face reduced liquidity and potential delisting.
• Shareholders (Genmab): The acquisition could enhance Genmab's long-term value through pipeline expansion and strategic synergies.
• Employees (Merus): Potential for integration into Genmab's structure, which could lead to changes in roles or reporting lines.
• Customers/Partners (Merus): Potential for continued or expanded product development under Genmab's ownership.

Next Steps

• Genmab Holding II B.V. may continue to acquire additional Merus N.V. common shares.
• Potential for Genmab to initiate a squeeze-out or delisting process for Merus N.V. if it reaches a sufficiently high ownership threshold (e.g., 95% or more, depending on jurisdiction).
• Integration of Merus N.V. into Genmab A/S's operations.

Key Dates

Recommendation

For Merus N.V. shareholders, the tender offer at $97.00 per share has largely concluded, with Genmab A/S now owning over 94% of the outstanding shares. While the offer price is established, remaining shareholders might hold if they anticipate a slightly higher price in a potential squeeze-out, though this is not guaranteed and liquidity will be severely reduced. For Genmab A/S, this filing confirms the successful execution of a strategic acquisition, which is generally positive for long-term growth, but the immediate impact on Genmab's stock price from this specific Form 4 is likely neutral as the tender offer was previously announced. Therefore, a 'hold' recommendation for Merus N.V. is appropriate for those who have not yet tendered, acknowledging the limited upside and significant illiquidity risk, while for Genmab, the filing reinforces the existing strategic direction.

Keywords

Genmab A/S, Merus N.V., MRUS, Tender Offer, Acquisition, Beneficial Ownership, SEC Form 4, Biotechnology, Pharmaceuticals, Equity Acquisition