Merus N.V.: M&A transaction — Merus acquired by Genmab for $97/share; 97.39% tendered; shares delisted

Merus N.V.

Acquisition closed on Dec 29, 2025; 73,884,293 shares (97.39%) validly tendered and cancelled at $97/share in cash.
Back-End Merger and Cancellation effective Dec 29, 2025; no Common Shares remain outstanding.
Nasdaq delisting requested; trading halted before open Dec 30, 2025; Form 15 to follow.
Directors Maxine Gowen and Anand Mehra resigned effective upon Back-End Merger.
Dutch dividend withholding tax of $10.67 per share deducted and remitted to Dutch tax authority.

item 2.01 item 3.01 item 3.03 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 for $97.00 per Common Share in cash (closed 2025-12-29).

Action: change of control
Counterparty: Genmab A/S
Consideration: $97.00 per Common Share in cash
Closing: 2025-12-29

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 0001193125-25-335951

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