Genmab (GMAB) M&A Announcement summary

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.

• Adds petosemtamab (PETO), a bispecific antibody with two FDA Breakthrough Therapy Designations, seen as a rare, high-potential asset with a clear path to market in multiple indications and first launch planned for 2027.

• Supports the 2030 vision to improve patient outcomes and positions the company as a leader in antibody-based therapies and oncology.

• Merus's technology platform is complementary, expanding the scientific toolbox and enabling broader innovation.

• Leverages expertise in development and commercialization, aiming for sustainable long-term growth and value capture.

Financial terms and conditions

• Acquisition 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.

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

Synergies and expected cost savings

• Addition of petosemtamab diversifies revenue streams and advances the strategy to reduce dependence on royalties.

• Integration of Merus's platform and pipeline is expected to create a unified, innovation-driven portfolio.

• Transaction expected to be accretive to EBITDA by end of 2029, with sustained revenue growth into the next decade.

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

• Increases scale and product ownership, accelerating profitable revenue growth.