Merus (MRUS) Proxy Filing summary

Executive summary

• Genmab A/S will acquire all outstanding shares of Merus N.V. for $97.00 per share in cash, valuing the transaction at approximately $8.0 billion, with the tender offer expected to close in early Q1 2026.

• The acquisition adds petosemtamab, a late-stage oncology asset with two FDA Breakthrough Therapy Designations, to Genmab’s pipeline, supporting its strategy to expand its wholly owned portfolio and drive future growth.

• The transaction is unanimously approved by both boards and is expected to be accretive to EBITDA by the end of 2029, with petosemtamab projected to reach at least $1 billion in annual sales by 2029.

• The purchase price represents a 41% premium over Merus’s closing stock price on September 26, 2025, and a 44% premium over its 30-day volume weighted average price.

Voting matters and shareholder proposals

• Merus shareholders will vote at an extraordinary general meeting (EGM) on resolutions related to post-closing governance and back-end transactions.

• The tender offer requires a minimum acceptance of 80% of Merus’s common shares, which may be reduced to 75% if all other conditions are met.

• Shareholders not tendering will receive either the same consideration or a fair price determined by Dutch court proceedings.

Board of directors and corporate governance

• Upon closing, the Merus board will be reconstituted to include directors designated by Genmab and independent directors, with specific provisions for works council representation and independence.

• Resigning board members will receive full discharge for their acts up to the EGM date, and indemnification rights are preserved for six years post-closing.