Y-mAbs (NASDAQ: YMAB) wins early U.S. antitrust OK for $8.60 bid

Rhea-AI Filing Summary

Y-mAbs Therapeutics, Inc. filed an amended recommendation statement describing progress on its pending cash tender offer and merger. The company is party to an agreement under which all outstanding common shares will be acquired at $8.60 per share in cash, subject to conditions. The filing explains that, under the Hart-Scott-Rodino Act, premerger notification forms were submitted on August 15, 2025 for Y-mAbs, the buyer Perseus BidCo US, Inc., and its ultimate parent. On August 29, 2025, the FTC granted a request for early termination of the HSR waiting period, effective at 11:35 a.m. Eastern time, satisfying the antitrust-related condition to the offer. The tender offer remains subject to the other conditions in the Offer to Purchase and is currently scheduled to expire one minute after 11:59 p.m. Eastern time on September 15, 2025, unless extended or earlier terminated under the merger agreement.

Positive

• FTC early termination of HSR waiting period on August 29, 2025 satisfies the antitrust-related condition for the $8.60-per-share tender offer and merger.

Negative

• None.

Insights

M&A and regulatory approvals analyst

Early HSR termination removes a key antitrust condition for Y-mAbs’ $8.60-per-share sale.

The filing shows that the proposed acquisition of Y-mAbs Therapeutics, Inc. for $8.60 per share in cash has cleared a significant regulatory step. Parent entities and Y-mAbs submitted Hart-Scott-Rodino premerger notifications on August 15, 2025, and the FTC granted early termination of the statutory waiting period on August 29, 2025 at 11:35 a.m. Eastern time.

This early termination means the specific offer condition tied to expiration or termination of the HSR waiting period is now satisfied. From a deal-risk perspective, that removes U.S. antitrust review as an obstacle under the terms described, though other offer and closing conditions in the merger agreement and Offer to Purchase still apply.

The tender offer is currently scheduled to expire one minute after 11:59 p.m. Eastern time on September 15, 2025, unless extended or terminated as allowed by the merger agreement. Subsequent company communications and filings will be needed to see how tender levels, remaining conditions, and any extensions affect the path to closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 08:30 AM Learn about SEC filing dates

FAQ

What transaction involving YMAB is described in this Schedule 14D-9 amendment?

The amendment relates to a proposed acquisition of Y-mAbs Therapeutics, Inc. (YMAB), under which all outstanding common shares would be purchased for $8.60 per share in cash pursuant to a tender offer and subsequent merger.

What new information does YMAB provide about U.S. antitrust review of the deal?

Y-mAbs states that Hart-Scott-Rodino premerger notifications were filed on August 15, 2025, and that on August 29, 2025 the FTC granted a request for early termination of the HSR waiting period effective at 11:35 a.m. Eastern time.

How does the early termination of the HSR waiting period affect the YMAB tender offer?

The company explains that early termination means the offer condition requiring expiration or termination of the HSR waiting period has been satisfied, although the offer remains subject to the other conditions listed in the Offer to Purchase.

What is the current expiration date of the YMAB tender offer at $8.60 per share?

The tender offer is currently scheduled to expire one minute after 11:59 p.m. Eastern time on September 15, 2025, unless it is extended or earlier terminated as permitted by the merger agreement.

Who are the key parties involved in the YMAB acquisition transaction?

Key parties include Y-mAbs Therapeutics, Inc., the buyer Perseus BidCo US, Inc. as Parent, Yosemite Merger Sub, Inc. as Purchaser, and Stark International Lux as Ultimate Parent for certain merger agreement provisions.

Does this amendment change YMAB’s underlying recommendation on the tender offer?

The amendment states that, except for the updated antitrust disclosure, the information in the existing Schedule 14D-9 remains unchanged and is incorporated by reference, so it does not describe a change to the underlying recommendation.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 1)

Y-MABS THERAPEUTICS, INC. 

(Name of Subject Company)

Y-MABS THERAPEUTICS, INC. 

(Name of Persons Filing Statement)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

984241109

(CUSIP Number of Class of Securities)

Michael Rossi

President and Chief Executive Officer

Y-mAbs Therapeutics, Inc.

202 Carnegie Center Drive

Suite 301

Princeton, New Jersey 08540
(646) 885-8505

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

With a copy to:
Divakar Gupta
Sarah K. Sellers
William Sorabella
William Roegge
Cooley LLP
55 Hudson Yards
New York, New
York 10001
(212) 479-6000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as further amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 18, 2025, relating to the tender offer statement on Schedule TO filed with the SEC on August 18, 2025 by Perseus BidCo US, Inc., a Delaware corporation (“Parent”), and Yosemite Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of August 4, 2025 (as it may be amended or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Parent, Purchaser and, solely for purposes of Section 5.16 and Article 8 thereof, Stark International Lux, a Luxembourg société à responsabilité limitée (“Ultimate Parent”) to acquire all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”) at a price of $8.60 per Share in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 18, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) and the related Notice of Guaranteed Delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase and the Letter of Transmittal, collectively the “Offer”). The initial expiration date of the Offer is one minute following 11:59 p.m., Eastern time, on September 15, 2025, unless extended or earlier terminated as permitted by the Merger Agreement.

Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. This Amendment No. 1 is being filed to reflect certain updates as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 14D-9.

Item 8. Additional Information.

Item 8 “Additional Information” of the Schedule 14D-9 is hereby amended and supplemented by deleting the second paragraph under the section titled “—U.S. Antitrust” in its entirety and replacing it with the following:

“Pursuant to the Merger Agreement, on August 15, 2025, a Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger with the Antitrust Division and the FTC were made on behalf of Parent and Ultimate Parent as well as the Company. On August 29, 2025, the FTC granted a request for the early termination of the waiting period under the HSR Act, effective August 29, 2025 at 11:35 a.m. Eastern time. Accordingly, the condition to the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Y-MABS THERAPEUTICS, INC.
	By:	/s/ Michael Rossi
		Michael Rossi
		President and Chief Executive Officer

Dated: September 2, 2025