December 29, 2025 · Form 4 insider transaction
GENMAB A/S sold 75,867,199 shares of MRUS at $97.00 per share, a transaction worth $7.36B. The trade was recorded as open-market purchase and disclosed on an SEC Form 4, filed 1 day after the transaction.
On September 29, 2025, Parent, Purchaser and the Issuer entered into a transaction agreement (the "Transaction Agreement"). In accordance with the Transaction Agreement, Parent and Purchaser consummated the Back-End Merger (as defined in the Transaction Agreement) effective as of 6:00 p.m. New York City time on December 29, 2025 (12:00 a.m. Central European Time on December 30, 2025) and the Back-End Cancellation (as defined in the Transaction Agreement) effective as of 6:30 p.m. New York City time on December 29, 2025 (12:30 a.m. Central European Time on December 30, 2025).; (Continued from footnote 3) As a result of the Back-End Merger and the Back-End Cancellation, each Common Share held by shareholders of the Issuer (other than Purchaser) as of immediately prior to the Back-End Merger (each, a "Minority Shareholder," and collectively, the "Minority Shareholders") was cancelled through the Back-End Merger and the Back-End Cancellation and converted into the right to receive an amount in cash equal to the product of (a) $97.00 and (b) the number of Common Shares held by such Minority Shareholder immediately prior to the Back-End Merger (the "Back-End Cancellation Consideration"), less any applicable withholding taxes, including any Dutch dividend withholding tax (dividendbelasting) due in respect of the Back-End Cancellation Consideration. No Common Shares of the Issuer remain outstanding following the Back-End Merger and the Back-End Cancellation.; Pursuant to the Back-End Merger, Purchaser indirectly acquired an additional 1,982,906 Common Shares, which Common Shares were subsequently cancelled and converted into the right to receive cash pursuant to the Back-End Cancellation. Parent, as the parent entity of Purchaser, beneficially owned the Common Shares held directly by Purchaser.; The common shares, nominal value EUR 0.09 per share (each, a "Common Share," and collectively, the "Common Shares"), of the Issuer reported herein were held of record by Genmab Holding II B.V. ("Purchaser"), a wholly owned subsidiary of Genmab A/S ("Parent"). Parent, as the parent entity of Purchaser, beneficially owns the Common Shares reported herein.