SCHEDULE: Genmab Secures 94.8% of Merus N.V. in $97/Share Tender Offer

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

Summary

• Genmab A/S, through its subsidiary Genmab Holding II B.V., has acquired 71,946,801 common shares of Merus N.V., representing approximately 94.8% of the outstanding shares.
• The acquisition was conducted via a tender offer 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 termination of Merus's Nasdaq listing and deregistration under the Securities Exchange Act of 1934.

Sentiment

Score: 8

Explanation: The filing indicates a highly successful completion of a strategic acquisition for Genmab A/S, securing a dominant stake in Merus N.V. and moving towards full control. For Merus shareholders who tendered, it represents a successful cash exit. The significant debt taken on by Genmab is a factor, but the overall transaction appears to be progressing as intended without any reported issues or delays.

Positives

• Genmab A/S has successfully secured a controlling stake of 94.8% in Merus N.V., advancing its strategic acquisition goals within the biotechnology sector.
• Merus N.V. shareholders who tendered their shares received a cash payment of $97.00 per share, providing liquidity and a defined exit at a premium.

Negatives

• Merus N.V. common shares will be delisted from The Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, ceasing its SEC reporting obligations.
• Remaining minority shareholders of Merus N.V. will face reduced liquidity and potential difficulties in selling their shares after delisting and deregistration.

Risks

• Remaining Merus N.V. shareholders face illiquidity and potential difficulty in selling their shares once the company is delisted from Nasdaq and deregistered from the SEC.
• Genmab A/S incurred significant debt to finance the acquisition, including $1.5 billion in secured notes, $1.0 billion in unsecured notes, and $3.0 billion in term loans, which adds to its financial leverage and could impact future financial flexibility.

Future Outlook

Following the expiration of the subsequent offering period, the common shares of Merus N.V. will be terminated from listing on The Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, leading to the cessation of Merus's reporting obligations to the SEC.

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.

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 product pipelines and intellectual property. Genmab A/S, an international biotechnology company focused on antibody-based products, is integrating Merus N.V.'s assets to address unmet medical needs in cancer and other serious diseases, aligning with a broader industry trend of M&A driven by therapeutic area expansion and technology acquisition.

Stakeholder Impact

• Shareholders (Merus N.V.): Those who tendered their shares received $97.00 per share in cash. Remaining shareholders will experience significantly reduced liquidity due to the impending delisting and deregistration.
• Shareholders (Genmab A/S): The acquisition represents a significant strategic expansion, potentially enhancing Genmab's product pipeline and market position, but also involves substantial debt financing that will impact its balance sheet.
• Employees (Merus N.V.): While not explicitly detailed in this filing, an acquisition of this nature typically leads to integration efforts that may affect employees through organizational restructuring or changes in operational focus.

Next Steps

• Expiration of the subsequent offering period for the tender offer on December 29, 2025.
• Termination of the listing of Merus N.V. common shares on The Nasdaq Stock Market LLC promptly following the expiration of the subsequent offering period.
• Deregistration of Merus N.V. common shares under the Securities Exchange Act of 1934.
• Cessation of Merus N.V.'s reporting obligations to the SEC.

Key Dates

Keywords

Merus N.V., Genmab A/S, Tender Offer, Acquisition, Biotechnology, Pharmaceutical, Nasdaq Delisting, SEC Deregistration, Schedule 13D, Corporate Control, Common Shares