Merus SEC Filings

Merus N.V. has filed a post-effective amendment to its shelf registration on Form S-3 to deregister any securities that were previously registered but remain unsold or unissued. This step follows a transaction agreement under which Genmab A/S, through a subsidiary, agreed to purchase all Merus common shares, with a nominal value of €0.09 per share, for $97.00 per share in cash, subject to applicable tax withholding. On December 11, 2025, the Genmab subsidiary completed its initial tender offer and accepted for payment approximately 94.2% of the issued and outstanding common shares, referred to as the Closing. Because of this change in ownership and the termination of the registered offering, Merus is formally terminating the effectiveness of the S-3 registration statement and removing all remaining unsold securities from registration.

Merus N.V. is being acquired by Genmab A/S through a completed all-cash tender offer at $97.00 per common share. By the offer’s expiration on December 11, 2025, holders had tendered 71,463,077 shares, representing about 94.2% of Merus’ outstanding shares, and Genmab’s subsidiary paid approximately $6.9 billion in aggregate consideration, resulting in a change of control.

All outstanding Merus stock options vested, were cancelled, and converted into cash based on the excess of the $97.00 offer price over their exercise price. A subsequent offering period runs until December 29, 2025 for remaining shareholders to tender. Following closing, most prior directors and the CEO and another executive officer left their roles, and Genmab-affiliated nominees, including new CEO Jan van de Winkel, Ph.D., joined the board and management.

Merus N.V. (MRUS) calls an Extraordinary General Meeting as Genmab’s subsidiary launches a cash tender offer to acquire all Merus common shares for $97.00 per share, without interest, subject to withholding taxes. The board unanimously supports the Offer and related transactions, subject to the Transaction Agreement.

The EGM is set for December 9, 2025 (3:00 p.m. CET) in Amsterdam; the record date is November 11, 2025. The Offer expires at 5:00 p.m. New York City time on December 11, 2025, followed by a Subsequent Offering Period of at least 10 business days. If completed, Merus expects delisting from Nasdaq and deregistration.

Key terms include a 41% premium to the September 26, 2025 close and a 50% premium to the 60‑day VWAP. Termination fees are disclosed: Merus may owe $240 million; Genmab may owe a reverse fee of $416 million. Financing includes up to $6.0 billion in committed debt. No appraisal rights apply. Certain back‑end steps may trigger 15% Dutch dividend withholding tax on cancellation consideration above fiscally recognized capital.

Merus N.V. (MRUS) called an Extraordinary General Meeting to consider items tied to Genmab’s all‑cash tender offer to acquire all Merus common shares for $97.00 per share, subject to conditions. The offer launched on October 21, 2025 and is scheduled to expire at 5:00 p.m. New York City time on December 11, 2025, with a subsequent offering period of at least 10 business days to purchase additional shares at the same price.

The Board unanimously supports the transaction and recommends voting “FOR” the Back-End Transactions and related proposals, noting Jefferies’ fairness opinion on the $97.00 consideration. If completed, Merus would become a Genmab subsidiary, its shares would be delisted from Nasdaq and deregistered. Termination fees include $240 million payable by Merus in specified circumstances and a $416 million reverse termination fee payable by Genmab under certain conditions. Genmab has committed financing of up to $6.0 billion alongside cash on hand. No appraisal rights are available. Dutch dividend withholding tax may apply to cash received in certain back-end steps, but not to shares tendered in the offer.

Merus N.V. (MRUS) reported Q3 2025 results and a pending acquisition proposal. Genmab commenced a cash tender offer to acquire all Merus common shares at $97.00 per share, subject to conditions including an 80% minimum tender (reducible to 75%), required competition approvals, and EGM resolutions. The offer is set to expire at 5:00 p.m. ET on December 11, 2025, with a subsequent offering period to follow.

In Q3, Merus recorded $12.2 million total revenue (collaboration $11.9 million; royalty $0.3 million) and $108.6 million operating expenses (R&D $80.0 million; G&A $28.6 million), resulting in a net loss of $95.5 million and basic/diluted loss per share of $1.26. As of September 30, 2025, cash and cash equivalents were $367.5 million, with current marketable securities of $268.4 million and non‑current marketable securities of $180.9 million. Shares outstanding were 75,844,579 as of October 26, 2025.

The agreement includes a $240.0 million termination fee payable by Merus under specified circumstances and a $416.0 million regulatory termination fee payable by Genmab if antitrust conditions are not met by the outside date and other conditions are satisfied or waived.

Genmab Holding II B.V., a wholly owned subsidiary of Genmab A/S, filed Amendment No. 1 to its tender offer to acquire all outstanding common shares of Merus N.V. (MRUS) for $97.00 in cash per share, less any applicable withholding taxes and without interest.

The parties filed HSR premerger notifications on October 28, 2025. As a result, the required 15‑day waiting period will expire at 11:59 p.m., New York City time, on November 12, 2025, unless withdrawn and refiled, shortened by Early Termination, or extended by a Second Request.

The amendment also updates post‑closing governance plans. If Dr. Lundberg resigns as President and CEO of Merus and Merus US, Inc. following the Closing, Genmab plans for the Merus Board to appoint Dr. Jan G.J. van de Winkel as President and CEO. Genmab and the Purchaser have designated Anthony Pagano, Martine J. van Vugt, Ph.D., and Greg Mueller as non‑executive directors and Dr. van de Winkel as executive director, effective upon Closing and, for the non‑executives, subject to adoption of Governance Resolutions at the EGM or a Subsequent EGM.

Genmab Holding II B.V., a wholly owned subsidiary of Genmab A/S, commenced a cash tender offer to purchase all issued and outstanding common shares of Merus N.V. (MRUS) for $97.00 per share, less any applicable withholding taxes and without interest. The offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 21, 2025, together with the accompanying Letter of Transmittal.

The filing lists related exhibits, including the Offer to Purchase, Letter of Transmittal, a media release announcing commencement, and a Debt Commitment Letter with Morgan Stanley Senior Funding, Inc. A Transaction Agreement among Genmab, the Purchaser, and Merus is referenced. Shareholders who tender and whose shares are accepted would receive cash consideration of $97.00 per share under the offer terms.