On October 21, 2025 Genmab A/S (Nasdaq: GMAB) ("Genmab") reported that it is commencing, through a wholly owned subsidiary, Genmab Holding II B.V. ("Purchaser"), a cash tender offer (the "Offer") to purchase all of the issued and outstanding common shares ("Common Shares") of Merus N.V. (Nasdaq: MRUS) ("Merus") for $97.00 per Common Share in cash (the "Offer Consideration"), less any applicable withholding taxes and without interest. The Offer is being made pursuant to the previously announced transaction agreement, dated as of September 29, 2025, by and among Genmab, Purchaser and Merus (the "Transaction Agreement").
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Purchaser has filed today with the U.S. Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO, which includes the terms of the Offer. Additionally, Merus has filed a Schedule 14D-9 with the SEC, which includes the recommendation of its Board of Directors that Merus shareholders accept the Offer and tender their Common Shares into the Offer.
Unless the Offer is earlier terminated, the Offer will expire at 5:00 p.m., New York City time, on December 11, 2025 (the "Initial Expiration Time") or, if the Offer is extended pursuant to and in accordance with the terms of the Transaction Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended, the "Expiration Time"). If the conditions to the consummation of the Offer are satisfied, Purchaser will commence a subsequent offering period (the "Subsequent Offering Period") on the first business day following the Expiration Time. During the Subsequent Offering Period, Purchaser will offer to purchase additional Common Shares at the Offer Consideration, less any applicable withholding taxes and without interest, for a period of not less than 10 business days.
The Offer is not subject to a financing condition but is subject to other conditions as described in the Schedule TO and related tender offer documents, including satisfaction of a minimum tender condition.
Merus shareholders should read the Schedule TO, Schedule 14D-9, letter of transmittal and other tender offer documents, together with any amendments or supplements thereto, before making a decision as to whether to tender their Common Shares into the Offer. These documents can be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the tender offer, Innisfree M&A Incorporated, as described in the Schedule TO and other tender offer documents.
(Press release, Genmab, OCT 21, 2025, View Source [SID1234656866])