SCHEDULE: Genmab Secures 94.8% Stake in Merus N.V. Tender Offer

Genmab A/S has successfully acquired 94.8% of Merus N.V. common shares through a tender offer at $97.00 per share, moving towards full control and delisting.

Summary

• Genmab A/S, through its wholly-owned subsidiary Genmab Holding II B.V., has acquired 71,946,801 common shares of Merus N.V.
• This acquisition represents approximately 94.8% of Merus N.V.'s outstanding common shares.
• The shares were acquired at a price of $97.00 per common share in cash, without interest and subject to applicable withholding taxes.
• The initial offering period expired on December 11, 2025, with 71,463,077 shares accepted for payment on December 12, 2025.
• A subsequent offering period commenced on December 12, 2025, and is scheduled to expire on December 29, 2025, during which an additional 483,724 shares were acquired by December 18, 2025.
• The purpose of the transaction is for Genmab to acquire full control of Merus N.V., leading to the delisting of Merus's common shares from The Nasdaq Stock Market LLC and cessation of SEC reporting obligations.

Sentiment

Score: 8

Explanation: The sentiment is highly positive for Merus shareholders due to the cash acquisition at a premium and for Genmab, which successfully secured control of a strategic asset. The transaction is proceeding as planned with high shareholder acceptance.

Positives

• Merus N.V. shareholders who tendered their shares received a cash payment of $97.00 per share, providing liquidity and a premium for their holdings.
• Genmab A/S has successfully gained substantial control over Merus N.V., aligning with its strategic objectives to integrate Merus's assets and capabilities.
• The acquisition was financed through a combination of senior secured notes, senior unsecured notes, term loan facilities, and existing cash, demonstrating Genmab's financial capacity to execute large-scale transactions.

Negatives

• Merus N.V. will be delisted from The Nasdaq Stock Market LLC, removing its public trading status.
• Merus N.V. will cease its reporting obligations to the SEC, reducing transparency for remaining minority shareholders, if any.
• Shareholders who did not tender their shares during the initial or subsequent offering periods may face illiquidity and potential difficulties in selling their shares post-delisting.

Risks

• The listing of Merus N.V. Common Shares on The Nasdaq Stock Market LLC will be terminated promptly following the expiration of the subsequent offering period.
• Merus N.V. Common Shares will be deregistered under the Securities Exchange Act of 1934, resulting in the cessation of the Issuer's reporting obligations to the SEC.
• Remaining minority shareholders may face reduced liquidity and valuation challenges once the company is no longer publicly traded.

Future Outlook

Following the expiration of the subsequent offering period, Merus N.V.'s common shares will be delisted from The Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, leading to the cessation of its SEC reporting obligations. Genmab A/S intends to acquire full control of Merus N.V.

Management Comments

• Jan G. J. van de Winkel, President & Chief Executive Officer of Genmab A/S, certified the information in the statement.
• Anthony Pagano, Executive Vice President & Chief Financial Officer of Genmab A/S, certified the information in the statement.
• Jan G. J. van de Winkel, as an Authorized Signatory for Genmab Holding II B.V., certified the information in the statement.

Industry Context

This acquisition represents a significant consolidation within the biotechnology sector, where larger, established companies like Genmab A/S often acquire smaller, innovative firms like Merus N.V. to expand their pipeline, technology, and market reach. Such transactions are common strategies for growth and intellectual property acquisition in the highly competitive pharmaceutical and biotech industries.

Comparison to Industry Standards

• The acquisition price of $97.00 per share for Merus N.V. represents a substantial premium over its pre-announcement trading price, which is typical for strategic acquisitions in the biotech sector, often ranging from 30% to 100% or more depending on the target's pipeline and market potential.
• The financing structure, combining senior secured and unsecured notes with term loans and existing cash, is a standard approach for large-scale corporate acquisitions, allowing Genmab to leverage diverse capital sources while managing its debt profile.
• The rapid progression from tender offer to near-complete ownership (94.8%) within a few months is indicative of a well-structured and attractive offer, often seen in 'friendly' takeovers where the target's board recommends the offer, similar to recent biotech acquisitions like Pfizer's acquisition of Seagen or AbbVie's acquisition of ImmunoGen.

Corporate Governance

Stakeholder Impact

• Shareholders of Merus N.V. who tendered their shares received a cash payment, providing a clear exit and realizing value.
• Remaining minority shareholders of Merus N.V. will face reduced liquidity and the cessation of public reporting, potentially impacting their ability to sell shares and access company information.
• Employees of Merus N.V. may experience changes in corporate culture, reporting structures, and strategic direction as the company integrates into Genmab A/S.
• Customers and suppliers of Merus N.V. may see changes in contracts, product development priorities, and operational processes as Genmab assumes control.

Next Steps

• The subsequent offering period for Merus N.V. common shares is scheduled to expire on December 29, 2025.
• Promptly following the expiration of the subsequent offering period, Merus N.V. common shares will be delisted from The Nasdaq Stock Market LLC.
• Merus N.V. will be deregistered under the Securities Exchange Act of 1934, leading to the cessation of its SEC reporting obligations.

Key Dates

Recommendation

For Merus N.V. shareholders, the recommendation is to 'sell' by tendering their shares in the ongoing subsequent offering period. Genmab A/S has acquired 94.8% of the outstanding shares at $97.00 per share, and the company will be delisted and deregistered. Remaining shareholders will face illiquidity and a lack of public reporting, making it prudent to accept the cash offer.

Keywords

Merus N.V., Genmab A/S, Tender Offer, Acquisition, Biotechnology, Common Shares, Delisting, SEC Filing, Corporate Control, Merger