October 09, 2025 | Health Care | North America | Active
On 29-Sep-25, Genmab agreed to buy US-listed Dutch biotech company Merus for $97 per share, representing a 40.8% one-day takeover premium. The transaction is structured as a tender offer governed by Delaware law, but an EGM is also required under Dutch law for certain governance actions such as approving the amendments to Merus’ articles of association and approving post-closing measures to enable a 100% squeeze-out. Genmab will therefore file a Schedule TO, while Merus will submit a 14D-9 recommendation and a merger proxy on Schedule 14A to convene the EGM. The tender will launch by 21-Oct-25 and remain open for 35 business days, followed by a subsequent offering period of at least 10 business days. Furthermore, the offer can be extended in consecutive periods of up to 15 business days (or 20 business days if Genmab believes certain conditions may not be obtained within 15 business days). The offer period cannot expire before the Merus EGM and cannot extend beyond a 29-Apr-26 long-stop date. The minimum acceptance threshold is 80%, which Genmab can reduce to 75% if other conditions are met and Merus shareholders approve post-closing governance at the EGM. Depending on the squeeze-out pursued, shareholders not tendering will either receive the same cash consideration or a fair value set in Dutch court in statutory buy-out proceedings. The preliminary proxy is due by 5-Nov-25, with the EGM to follow within 40 days of clearance or five business days after a month from filing the back-end merger proposal, whichever comes later. Regulatory approvals are required in the US and other jurisdictions, along with FDI clearances. HSR will be ...
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