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

Genmab A/S, through its subsidiary, has increased its beneficial ownership in Merus N.V. to over 94% following a tender offer and subsequent share acquisitions.

Summary

• Genmab A/S, through its wholly-owned subsidiary Genmab Holding II B.V. (the "Purchaser"), has significantly increased its indirect beneficial ownership in Merus N.V.
• The Purchaser acquired 212,177 common shares of Merus N.V. on December 18, 2025, and an additional 66,264 common shares on December 19, 2025, both at a price of $97.00 per share.
• These acquisitions are part of a tender offer initiated by the Purchaser for all outstanding common shares of Merus N.V., following a transaction agreement dated September 29, 2025.
• As of December 12, 2025, the Purchaser had accepted 71,463,077 common shares, representing approximately 94.2% of Merus N.V.'s outstanding shares, at $97.00 per share.
• Following the reported transactions, Genmab A/S indirectly beneficially owns a total of 72,013,065 common shares of Merus N.V.

Sentiment

Score: 8

Explanation: The filing indicates a successful and progressing acquisition by Genmab A/S of Merus N.V., reaching a substantial majority stake. This is a positive development for Genmab A/S's strategic goals and provides a clear exit for Merus N.V. shareholders who tendered their shares. The transaction is proceeding as planned.

Positives

• Genmab A/S has successfully acquired a substantial majority stake (over 94%) in Merus N.V. through a tender offer, indicating strong strategic alignment or acquisition intent.
• The tender offer price of $97.00 per share provides a clear and attractive valuation for Merus N.V. shareholders who tendered their shares.

Negatives

• The significant acquisition of shares by Genmab A/S could lead to Merus N.V. being delisted or becoming a private entity, reducing liquidity for remaining public shareholders.
• Minority shareholders who did not tender their shares may face limited options or a potential squeeze-out in the future.

Risks

• Remaining Merus N.V. shareholders face the risk of reduced liquidity and potential delisting if Genmab A/S acquires 95% or more of the shares, enabling a statutory squeeze-out.
• The integration of Merus N.V. into Genmab A/S's operations carries execution risks inherent in mergers and acquisitions.

Future Outlook

Genmab A/S's substantial acquisition of Merus N.V. shares suggests a strategic move towards full control, potentially leading to Merus N.V. becoming a wholly-owned subsidiary or being delisted. The subsequent offering period indicates an ongoing effort to acquire remaining shares.

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 271,547 Common Shares through December 17, 2025, as well as an additional 212,177 Common Shares on December 18, 2025, and an additional 66,264 Common Shares on December 19, 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, intellectual property, and market reach. Genmab A/S, a leader in antibody therapeutics, is likely integrating Merus N.V.'s bispecific antibody technology to strengthen its competitive position.

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 biopharmaceutical sector, considering Merus's clinical pipeline, market capitalization, and growth prospects. For example, comparable deals might include recent acquisitions of clinical-stage oncology companies.
• The 94.2% stake achieved by Genmab A/S is a significant majority, nearing the threshold (often 95% in some jurisdictions) for a statutory squeeze-out, which is a common endgame for tender offers aiming for full acquisition.
• The use of a tender offer followed by a subsequent offering period is a standard mechanism for acquiring public companies, providing shareholders with an opportunity to exit at a premium.

Related Party Transactions

• Genmab A/S (Parent) and Genmab Holding II B.V. (wholly-owned subsidiary) are acquiring shares of Merus N.V. as part of a tender offer, making this a transaction between related entities post-acquisition of a significant stake.

Stakeholder Impact

• Shareholders (Merus N.V.): Those who tendered shares received $97.00 per share. Remaining shareholders face reduced liquidity and potential future squeeze-out.
• Shareholders (Genmab A/S): The acquisition expands Genmab's pipeline and market position, potentially enhancing long-term value.
• Employees (Merus N.V.): Potential integration into Genmab A/S, which could lead to organizational changes.
• Customers/Partners (Merus N.V.): Future product development and commercialization strategies will be influenced by Genmab A/S.

Next Steps

• Genmab Holding II B.V. may continue to acquire additional Merus N.V. common shares during the subsequent offering period.
• If Genmab A/S reaches 95% or more beneficial ownership, it may initiate a statutory squeeze-out procedure to acquire the remaining shares and delist Merus N.V.
• Integration of Merus N.V.'s operations and pipeline into Genmab A/S.

Key Dates

Recommendation

For Merus N.V. shareholders, the tender offer by Genmab A/S is largely complete, with Genmab holding over 94% of outstanding shares at $97.00 per share. Given the high level of ownership and the ongoing subsequent offering period, the most prudent action for remaining shareholders is to tender their shares and realize the $97.00 cash consideration, as liquidity for Merus N.V. shares will be significantly diminished, and a statutory squeeze-out at a similar price is highly probable in the near future.

Keywords

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