Form 4: Genmab Completes Merus N.V. Takeover, Shares Delisted

Genmab A/S has finalized its acquisition of Merus N.V., converting all remaining minority shares into cash and delisting the company.

Summary

• Genmab A/S, through its wholly-owned subsidiary Genmab Holding II B.V. (Purchaser), has completed the acquisition of Merus N.V.
• The Purchaser acquired an additional 2,978 Common Shares of Merus N.V. on December 26, 2025, and 1,052,806 Common Shares on December 29, 2025, both at a price of $97 per share.
• Effective December 29, 2025, a Back-End Merger and Back-End Cancellation were consummated, converting all Common Shares held by minority shareholders into the right to receive $97.00 in cash per share.
• As a result, 75,867,199 Common Shares were disposed of (cancelled), and no Common Shares of Merus N.V. remain outstanding.
• Merus N.V. is now a wholly-owned subsidiary of Genmab A/S.

Sentiment

Score: 7

Explanation: The sentiment is positive as Genmab A/S successfully completed a strategic acquisition, gaining full control of Merus N.V. Minority shareholders received a defined cash exit. This indicates a successful execution of a corporate strategy.

Positives

• Genmab A/S has successfully completed its strategic acquisition of Merus N.V., gaining full ownership and control.
• Minority shareholders of Merus N.V. received a cash consideration of $97.00 per share, providing a clear exit at a predetermined value.

Negatives

• Merus N.V. common shares are no longer outstanding, meaning the company is delisted and minority shareholders no longer hold equity in the company.
• Minority shareholders lose any potential for future capital appreciation or dividends from Merus N.V. as an independent public entity.

Risks

• Minority shareholders' cash consideration is subject to applicable withholding taxes, including any Dutch dividend withholding tax.

Future Outlook

This filing reports the completion of a transaction and does not provide forward-looking statements or guidance regarding future operations or financial performance of the combined entity.

Management Comments

• Jan G. J. van de Winkel, President and Chief Executive Officer of Genmab A/S, signed the filing.
• Anthony Pagano, Executive Vice President & Chief Financial Officer of Genmab A/S, signed the filing.

Industry Context

This transaction represents a consolidation within the biotechnology and pharmaceutical sector, where larger companies like Genmab acquire smaller, innovative firms like Merus N.V. to expand their pipeline, technology, or market presence. Such takeovers are common strategies for growth and intellectual property acquisition in the highly competitive life sciences industry.

Comparison to Industry Standards

• The acquisition of Merus N.V. by Genmab A/S is consistent with broader industry trends of strategic consolidation in the biotechnology sector.
• Similar to other take-private transactions, the deal provides a definitive cash exit for public shareholders, removing the target company from public trading.
• The $97.00 per share price reflects the valuation agreed upon in the Transaction Agreement, which would have been benchmarked against Merus's market performance, pipeline value, and comparable M&A deals in the biotech space at the time of the initial agreement.

Corporate Governance

Related Party Transactions

• Genmab A/S, as the parent entity, and Genmab Holding II B.V., its wholly-owned subsidiary, are related parties involved in the acquisition of Merus N.V.

Stakeholder Impact

• Shareholders of Merus N.V. (minority) have had their shares cancelled and converted into a cash payment of $97.00 per share.
• Genmab A/S, as the acquiring entity, gains full control and ownership of Merus N.V., impacting its strategic direction and operational integration.
• Employees of Merus N.V. will now be part of the Genmab A/S corporate structure.

Next Steps

• Genmab A/S will proceed with the integration of Merus N.V. into its operations.
• Merus N.V. will operate as a wholly-owned subsidiary of Genmab A/S, no longer as an independent publicly traded entity.

Key Dates

Keywords

Merus N.V., MRUS, Genmab A/S, Acquisition, Takeover, Delisting, Merger, Back-End Cancellation, Beneficial Ownership, SEC Form 4