SCHEDULE: Genmab Completes Merus N.V. Acquisition, Delisting Shares

Genmab A/S has successfully completed its tender offer and subsequent merger to acquire all outstanding shares of Merus N.V. for $97.00 per share, leading to its delisting from Nasdaq.

Summary

• Genmab A/S, through its wholly-owned subsidiary Genmab Holding II B.V., has completed the acquisition of Merus N.V.
• The acquisition was executed via a tender offer for $97.00 cash per common share, followed by a Back-End Merger and Back-End Cancellation.
• Genmab Holding II B.V. acquired 71,463,077 common shares (approximately 94.8%) during the initial offering period, and an additional 2,421,216 shares (approximately 3.19%) during the subsequent offering period.
• The remaining 1,982,906 common shares (approximately 2.61%) were acquired through the Back-End Merger and Back-End Cancellation, resulting in Genmab owning 100% of Merus N.V.'s outstanding shares.
• Merus N.V. common shares ceased trading on Nasdaq prior to the opening of trading on December 30, 2025, and the company will be delisted and deregistered.
• The acquisition was financed through $1.5 billion in 6.250% senior secured notes due 2032, $1.0 billion in 7.250% senior unsecured notes due 2033, a $1.0 billion term loan A facility, a $2.0 billion term loan B facility, and existing cash on hand.

Sentiment

Score: 7

Explanation: The successful completion of a strategic acquisition is generally positive for the acquirer, assuming the integration and strategic benefits materialize. For the acquired company's shareholders, receiving the tender offer price provides a clear exit. The significant debt incurred by Genmab is a factor to consider, but the execution of the transaction itself was successful and as planned.

Positives

• Genmab A/S successfully completed the acquisition of Merus N.V., gaining full control and ownership.
• Merus N.V. shareholders received $97.00 cash per common share, providing a clear liquidity event.
• The transaction allows Genmab to integrate Merus N.V.'s assets and pipeline into its operations.

Negatives

• Merus N.V. common shares have ceased trading on Nasdaq and will be delisted, ending its status as a publicly traded company.
• Genmab A/S incurred significant debt totaling $5.5 billion to finance the acquisition, which will impact its capital structure.

Risks

• The acquisition was financed with substantial debt, including $1.5 billion in senior secured notes, $1.0 billion in senior unsecured notes, and $3.0 billion in term loans, which will increase Genmab's leverage and debt servicing obligations.

Future Outlook

Merus N.V. will be delisted from Nasdaq and deregistered under Section 12(b) of the Exchange Act. The company will also file a Form 15 to terminate its registration and suspend all SEC reporting obligations, effectively ceasing to be a publicly traded entity. Genmab A/S will assume full control and ownership of Merus N.V.

Industry Context

This acquisition represents a strategic move by Genmab A/S, a larger biopharmaceutical company, to integrate Merus N.V.'s assets and pipeline. Such transactions are common in the biotech and pharmaceutical sectors as larger entities seek to expand their therapeutic areas, acquire innovative technologies, or consolidate market positions. The completion of this tender offer and subsequent merger aligns with broader industry trends of consolidation and strategic portfolio enhancement.

Stakeholder Impact

• Shareholders of Merus N.V. received $97.00 cash per common share for their holdings.
• Genmab A/S gained full ownership and control of Merus N.V., expanding its corporate assets and pipeline.
• Genmab A/S incurred significant debt to finance the acquisition, impacting its capital structure and future financial flexibility.

Next Steps

• Merus N.V. common shares will be delisted from Nasdaq.
• Merus N.V. will be deregistered under Section 12(b) of the Exchange Act.
• Merus N.V. intends to file a Form 15 to terminate its registration and suspend all SEC reporting obligations.

Key Dates

Keywords

Merus N.V., Genmab A/S, Tender Offer, Acquisition, Delisting, Schedule 13D, Biotech, Pharmaceuticals, Merger, Corporate Action