Genmab A/S (CPSE:GMAB) entered into a transaction agreement to acquire Merus N.V. (NasdaqGM:MRUS) for $7.3 billion on September 29, 2025. A cash consideration valued at $97 per share will be paid by Genmab. The transaction is not subject to a financing condition and the consideration is expected to be funded through a combination of cash on hand and approximately $5.5 billion of non-convertible debt financing. Genmab has obtained a funding commitment from Morgan Stanley Senior Funding, Inc. for this amount.

The closing of the tender offer is subject to the satisfaction of customary closing conditions for similar transactions, including a minimum acceptance condition of at least 80% of Merus? common shares (which threshold may be reduced to 75% unilaterally by Genmab if all other closing conditions are satisfied), approval by Merus? shareholders of resolutions relating to Merus? post closing governance and the back-end transactions at Merus? extraordinary shareholders meeting to be held for that purpose, and completion of the relevant works councils consultation processes. The transaction has been unanimously approved by the Boards of Directors of both companies. A wholly owned subsidiary of Genmab will commence a tender offer for 100% of Merus? common shares, which is anticipated to close by early in the first quarter of 2026. Following the closing of the transaction, Genmab will have four proprietary programs expected to drive multiple new drug launches by 2027. Based on Genmab?s experience in late stage development and excellence in commercial execution, Genmab anticipates the potential for the initial launch of petosemtamab in 2027, subject to clinical results and regulatory approvals. Genmab also intends to broaden and accelerate petosemtamab?s development with potential expansion into earlier lines of therapy. Following its initial anticipated approval, Genmab believes that petosemtamab will be accretive to EBITDA with at least one-billion-dollar annual sales potential by 2029, with multi-billion-dollar annual revenue potential thereafter. Tender offer commenced on October 21 and is expected to close on December 11, 2025. As of October 28, 2025, each of Purchaser and Merus filed Premerger Notification and Report Forms under the HSR Act with the FTC and the Antitrust Division in connection with Purchaser?s proposed acquisition of Common Shares pursuant to the Offer. As a result, the required fifteen (15) calendar-day waiting period under the HSR Act with respect to the Offer will expire on November 12, 2025. As of December 9, 2025, Merus shareholders approved the proposals related to the back-end transactions under the transaction agreement with Genmab.

Morgan Stanley & Co. International plc acted as financial advisor for Genmab A/S. PJT Partners Inc. acted as financial advisor for Genmab A/S. Allen Overy Shearman Sterling LLP acted as legal advisor for Genmab A/S. Kromann Reumert acted as legal advisor for Genmab A/S. Jefferies LLC acted as financial advisor for Merus N.V. NautaDutilh N.V. acted as legal advisor for Merus N.V. Latham & Watkins B.V. acted as legal advisor for Merus N.V.

Genmab A/S (CPSE:GMAB) completed the acquisition of Merus N.V. (NasdaqGM:MRUS) in a tender offer transaction on December 12, 2025. The depositary for the Offer has advised Genmab and Purchaser that, as of the Expiration Time, a total of 71,463,077 of Merus? issued and outstanding common shares, constituting 94.2% of its issued and outstanding common shares, had been validly tendered pursuant to the Offer.