YMAB Schedule 14D-9: $8.60/Share Cash Tender Offer and Follow-On Merger

Rhea-AI Filing Summary

Transaction overview: Y-mAbs Therapeutics, Inc. entered into a Merger Agreement dated August 4, 2025 with Perseus BidCo US, Inc. (Parent), Yosemite Merger Sub, Inc. (Purchaser) and Stark International Lux. Purchaser will commence a cash Tender Offer of $8.60 per Share for all outstanding common stock, without interest and subject to applicable withholding taxes. If successful, the Tender Offer will be followed by a merger under Section 251(h) of the Delaware General Corporation Law, with the Company surviving the Merger.

Communications included: This Schedule 14D-9 consists of communications dated August 5, 2025, incorporated as Exhibits 99.1–99.6: a joint press release, an employee email, an investor/analyst letter, a patient and advocacy organization letter, a vendor/supplier letter, and a LinkedIn post.

Positive

• Definitive Merger Agreement dated August 4, 2025 is disclosed
• Tender Offer price: $8.60 per Share payable in cash
• Planned follow-on merger under Section 251(h) is specified
• Comprehensive stakeholder communications (Exhibits 99.1–99.6) dated August 5, 2025 are included

Negative

• No board recommendation or explicit shareholder voting guidance is contained in the provided excerpt
• No financial valuation, fairness opinion, or detailed financial tables are included in the excerpt
• Transaction timing, definitive closing conditions, and financing details are not disclosed in the provided content
• Offer is subject to applicable withholding taxes and unspecified conditions

Insights

Financial Analyst

TL;DR: Filing discloses a $8.60 cash tender offer and planned Section 251(h) merger; key deal terms and stakeholder communications are provided.

The Schedule 14D-9 is a factual disclosure of the proposed acquisition: it states the Merger Agreement date (August 4, 2025), the cash consideration ($8.60 per Share), the acquiring entities (Perseus BidCo US, Inc. and Yosemite Merger Sub, Inc.), and that the Tender Offer will be followed by a Section 251(h) merger. The filing compiles stakeholder-targeted communications (Exhibits 99.1–99.6) dated August 5, 2025, indicating coordinated public and stakeholder outreach. The excerpt does not include financial valuations, board recommendation text, or detailed conditions/timeline for closing.

Corporate Governance Expert

TL;DR: The filing documents formal notice and stakeholder communications for a definitive cash tender offer and follow-on merger under Delaware law.

The Schedule 14D-9 covers the Company’s communications regarding a definitive Merger Agreement and planned cash Tender Offer. It lists targeted communications to employees, investors/analysts, patients/advocacy groups, vendors/suppliers, and a public LinkedIn post, suggesting an organized disclosure and stakeholder engagement plan. The document explicitly confirms cash consideration and statutory merger route (Section 251(h)). The excerpt lacks explicit statements regarding the boards recommendation, financing sources, or regulatory/closing conditions.

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

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

Bill Sorabella

Bill Roegge

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

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

This Schedule 14D-9 filing consists of certain communications relating to the proposed acquisition of Y-mAbs Therapeutics, Inc., a Delaware corporation (the “Company” or “Y-mAbs”), 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 (the “Merger Agreement”), by and among the Company, Parent, Purchaser, and Stark International Lux, a Luxembourg private limited liability company (société à responsabilité limitée). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of common stock of the Company, $0.0001 par value per share (the “Shares”), at an offer price of $8.60 per Share in cash, without interest, and subject to any applicable withholding taxes. If successful, the Tender Offer will be followed by a merger of Purchaser with and into the Company (the “Merger”) pursuant to Section 251(h) of the Delaware General Corporation Law, with the Company continuing as the surviving corporation in the Merger.

This Schedule 14D-9 filing consists of the following communications relating to the proposed Tender Offer and the Merger:

· Exhibit 99.1: Joint Press Release issued by Parent and the Company, dated August 5, 2025 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on August 5, 2025).

· Exhibit 99.2: Email from Michael Rossi, President and Chief Executive Officer of the Company, sent to employees, dated August 5, 2025.

· Exhibit 99.3: Investor/Analyst Letter, dated August 5, 2025.

· Exhibit 99.4: Patient and Patient Advocacy Organization Letter, dated August 5, 2025.

· Exhibit 99.5: Vendor/Supplier Letter, dated August 5, 2025.

· Exhibit 99.6: LinkedIn Post, dated August 5, 2025.

FAQ

What price per share is being offered for YMAB?

The filing states an all-cash Tender Offer price of $8.60 per Share, without interest and subject to applicable withholding taxes.

Who are the buyer and merger parties in the YMAB transaction?

The Merger Agreement lists Perseus BidCo US, Inc. as Parent, Yosemite Merger Sub, Inc. as Purchaser, and Stark International Lux as a party.

When was the Merger Agreement executed?

The Merger Agreement is dated August 4, 2025.

Will the tender offer be followed by a merger?

Yes. If successful, the Tender Offer will be followed by a merger of Purchaser with and into the Company under Section 251(h) of the Delaware General Corporation Law.

What communications are included with this Schedule 14D-9?

The filing incorporates communications dated August 5, 2025 as Exhibits 99.1–99.6: a joint press release, employee email, investor/analyst letter, patient and advocacy organization letter, vendor/supplier letter, and a LinkedIn post.

Is the consideration cash or stock?

The consideration disclosed in this filing is cash per share.