Genmab (GMAB) investor relations material

Deal rationale and strategic fit

• Acquisition accelerates shift to a fully integrated, wholly owned biotech model, reducing reliance on royalties and expanding the late-stage pipeline with high-potential assets.

• Adds petosemtamab (PETO), a bispecific antibody with two FDA Breakthrough Therapy Designations, seen as a transformative, first-in-class therapy for head and neck cancer and other indications, aligning with innovation standards and long-term growth vision.

• Strengthens position as an antibody-focused biotech leader, supporting the 2030 vision for patient impact and sustainable long-term growth.

• Leverages expertise in development and commercialization, aiming for value capture and multiple new drug launches by 2027.

Financial terms and conditions

• Offer price is $97 per share in cash, valuing the transaction at approximately $8 billion.

• Funded through a mix of existing cash and $5.5 billion in new non-convertible debt, with no financing condition and commitment secured from Morgan Stanley Senior Funding, Inc.

• Represents a 41% premium over the target's closing price on September 26, 2025, and a 44% premium over the 30-day VWAP.

• Targeting gross leverage below 3.0x within two years post-close and rapid deleveraging by decade's end.

• Transaction expected to close by early Q1 2026, subject to regulatory and shareholder approvals.

Synergies and expected cost savings

• Addition of petosemtamab diversifies revenue streams, reduces dependence on royalties, and is expected to be accretive to EBITDA by end of 2029.

• Integration of Merus's bispecific antibody platform complements existing technology, expanding the innovation toolbox and increasing scale and product ownership.

• Petosemtamab anticipated to generate at least $1 billion in annual sales by 2029, with multi-billion potential thereafter.