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

Genmab A/S and its subsidiary have successfully completed the tender offer and subsequent merger to acquire all outstanding shares of Merus N.V., leading to its delisting from Nasdaq.

Summary

• Genmab A/S, through its wholly-owned subsidiary Genmab Holding II B.V. (Purchaser), has completed the acquisition of Merus N.V. (Issuer).
• The acquisition was executed via a tender offer for $97.00 per Common Share in cash.
• The initial offering period concluded on December 11, 2025, with 71,463,077 Common Shares (approximately 94.8% of outstanding shares) accepted for payment on December 12, 2025.
• A subsequent offering period, from December 12, 2025, to December 29, 2025, resulted in the acquisition of an additional 2,421,216 Common Shares (approximately 3.19%).
• Following these periods, a Back-End Merger and Back-End Cancellation were consummated on December 29, 2025, acquiring the remaining 1,982,906 Common Shares (approximately 2.61%).
• As a result, no Common Shares of Merus N.V. remain outstanding.
• Merus N.V. Common Shares ceased trading on Nasdaq before market open on December 30, 2025, and steps are underway to delist and deregister the shares with the SEC.

Sentiment

Score: 8

Explanation: The filing indicates the successful and complete execution of a strategic acquisition, which is a positive outcome for the acquiring entity, Genmab. All shares have been acquired, and the company is moving towards privatization, signaling a smooth integration process.

Positives

• Genmab successfully acquired 100% control of Merus N.V., allowing for full integration of its assets and operations.
• The transaction provides Merus N.V. shareholders with a clear cash exit at $97.00 per share.

Negatives

• Merus N.V. shareholders no longer have equity participation in the company.
• The acquisition required significant financing, including $1.5 billion in senior secured notes, $1.0 billion in senior unsecured notes, and $3.0 billion in term loans, increasing Genmab's debt load.

Future Outlook

Purchaser intends to cause Merus N.V. to file a Form 15 with the SEC and take steps to suspend all of its reporting obligations, effectively privatizing the company.

Industry Context

This acquisition represents a strategic consolidation within the biotechnology sector, where larger pharmaceutical or biotech companies often acquire smaller, innovative firms to expand their pipeline or technology base. The delisting and privatization of Merus N.V. by Genmab A/S is a common outcome for such transactions, allowing the acquirer to integrate the target company without the complexities and costs of public reporting requirements.

Comparison to Industry Standards

• This transaction aligns with typical industry consolidation trends in the biotech and pharmaceutical sectors, where strategic acquisitions are common for pipeline expansion and market share growth.
• The offer price of $97.00 per share and the total financing structure are consistent with valuations seen in similar takeovers of publicly traded biotech companies, particularly those with promising drug candidates or platforms.
• Specific comparable companies, projects, or results are not detailed within this filing, but the overall structure and outcome (delisting, privatization) are standard for a successful tender offer leading to full acquisition.

Stakeholder Impact

• Shareholders (Merus N.V.): Received $97.00 per share in cash for their holdings, no longer hold equity in Merus N.V.
• Shareholders (Genmab A/S): The acquisition is expected to be strategically beneficial, but it involved significant debt financing which will impact Genmab's balance sheet.
• Employees (Merus N.V.): Implied integration into Genmab's operations, though specific impacts on employment are not detailed.
• Customers/Suppliers (Merus N.V.): Operations will continue under Genmab's ownership, with no immediate direct impact detailed in the filing.

Next Steps

• Nasdaq will complete the delisting of Merus N.V. Common Shares.
• Purchaser intends to cause Merus N.V. to file Form 15 with the SEC.
• Purchaser intends to take steps to suspend all of Merus N.V.'s reporting obligations to the SEC.

Key Dates

Keywords

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