Merus N.V.: M&A transaction — Merus completes $6.9B acquisition by Genmab at $97.00 per share; 94.2% tendered

Merus N.V.

Acquisition closed Dec 12, 2025; total consideration ~$6.9B; shareholders received $97.00 per share in cash.
94.2% of outstanding shares validly tendered and accepted; subsequent offering period runs through Dec 29, 2025.
Board changes: Sven Lundberg, Mark Iwicki, Len Kanavy, Paolo Pucci, Victor Sandor, Jason Haddock departed; Jan van de Winkel appointed CEO.
Executives Lundberg and Silverman cease as officers; gross-up agreements with aggregate cap of $9.3M for certain executives.

item 2.01 item 3.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Merus N.V. underwent a change of control involving Genmab A/S and Genmab Holding II B.V. for $97.00 per Common Share in cash (closed 2025-12-12).

Action: change of control
Counterparty: Genmab A/S and Genmab Holding II B.V.
Consideration: $97.00 per Common Share in cash
Closing: 2025-12-12

Exact text from the filing

of Parent (“Purchaser”), to purchase all of the issued and outstanding common shares, nominal value €0.09 per share, of the Company (the “Common Shares”), in exchange for $97.00 per Common Share in cash (the “Offer Consideration”), without interest and subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the

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Source: SEC EDGAR

accession 0001193125-25-316841

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