Merus N.V. 8-K

What Happened

• Merus N.V. announced that Genmab A/S (via Genmab Holding II B.V.) completed a cash acquisition of all Merus common shares at $97.00 per share. The offer and subsequent back-end transactions closed in December 2025, with the Back‑End Merger and Back‑End Cancellation effective December 29, 2025 (6:00–6:30 p.m. New York time). As a result, no Merus common shares remain outstanding.
• The depositary reported 73,884,293 common shares were validly tendered and not withdrawn (approximately 97.39% of outstanding shares). Equiniti (the paying agent) withheld a Dutch dividend tax amount of $10.67 per share from the cash consideration as described in the offer materials.

Key Details

• Offer consideration: $97.00 per common share in cash; Dutch dividend withholding tax: $10.67 per share.
• Tender activity: 71,463,077 shares (≈94.2%) tendered at initial expiration (Dec 11, 2025); total 73,884,293 shares (≈97.39%) after the Subsequent Offering Period (expired Dec 29, 2025).
• Timing: Purchaser accepted and paid for initial tenders on Dec 12, 2025; Back‑End Merger and Back‑End Cancellation effective Dec 29, 2025 (NY time). Common shares ceased trading on Nasdaq before the open on Dec 30, 2025.
• Corporate changes: Two directors, Maxine Gowen, Ph.D., and Anand Mehra, M.D., ceased to be directors effective at the Back‑End Merger.

Why It Matters

• Merus is now privately owned by Genmab (via its subsidiary), and former public shareholders were paid cash for their shares. Retail holders should verify net payment amounts after the $10.67 per‑share Dutch withholding and confirm any tax reporting requirements.
• Delisting and deregistration steps have been initiated (Form 25 filed to remove listing; Form 15 expected to terminate SEC reporting), meaning Merus will no longer trade on Nasdaq or file routine public reports. Former shareholders should monitor communications from the paying agent for final payment and tax documentation.