Latham & Watkins Advises Merus in US$8 Billion Acquisition by Genmab

Genmab A/S (Nasdaq: GMAB) and Merus N.V. (Nasdaq: MRUS) have announced that they have entered into a transaction agreement pursuant to which Genmab intends to acquire all the shares of Merus, a clinical-stage biotechnology company with its late-stage breakthrough therapy asset petosemtamab, which is in Phase 3 development, for US$97 per share in an all-cash transaction representing a transaction value of approximately US$8 billion. The transaction has been unanimously approved by the boards of directors of both companies. A wholly owned subsidiary of Genmab will commence a tender offer for 100% of Merus’ common shares, which is anticipated to close by early in the first quarter of 2026.

Latham & Watkins LLP represents Merus in the transaction with a corporate team led by partners Peter Handrinos, R. Scott Shean, and Brian Umanoff, with associates Abby Timmons, Junhan Zhang, Ashley Campfield, Tim Schubert, and Richard Reynolds. Advice was also provided on finance matters by partners Mark Morris, Nathan Whitaker, Jason Licht, and Christopher Bezeg, with associate Alexis Frese; on healthcare and life sciences intellectual property and licensing matters by partner Kate Hillier, with associates David Suh, Patrick Chew, Kristina Funahashi, and Mizuna Sekine; on data privacy and cybersecurity matters by partner Heather Deixler, with associates Zac Alpert, Kathryn Parsons-Reponte, and Oliver Mobasser; on FDA regulatory matters by partner Ben Haas and counsel Chad Jennings; on healthcare and life sciences matters by partner Betty Pang; on antitrust matters by partners Héctor Armengod, Patrick English, and Michael Egge, with associates Nathaniel Amann, Florence Eicher, and Linda Wang; on executive compensation, employment and benefits matters by partner David Della Rocca and counsel Laura Szarmach, with associates Bryce Williamson and Sam Sturgis; on capital markets matters by partner Elisabeth Martin and counsel Nicole McNeil, with associates Alison Vitello and Ed Reynolds; on tax matters by partner Jared Grimley, with associate Lucas Migliano; and on CFIUS and US national security communication matters by partner James H. Barker.