Merus N.V. has entered into a Foundation Support Agreement with Stichting Continuïteit Merus, a foundation incorporated under Dutch law, to promote and protect the interests of the company, its business, and stakeholders. The agreement, made on September 29, 2025, is aimed at supporting the company's sustainable success and independence. As part of this agreement, the foundation has agreed not to exercise its Call Option during the term of the Transaction Agreement, which is a significant development in the company's corporate governance.
The Offer Consideration for the intended tender offer by Purchaser to purchase the issued and outstanding Ordinary Shares is $97.00 per Ordinary Share in cash. This represents the price at which Purchaser intends to acquire the company's shares.
The agreement also includes provisions for the dissolution and liquidation of the Foundation following the Closing, indicating a significant change in the company's governance structure and strategic direction.
Furthermore, the agreement contains provisions for corporate law effect and third-party stipulations for the benefit of Parent and Purchaser, emphasizing the impact of this agreement on the company's corporate governance and future transactions.
The governing law and jurisdiction for any disputes arising from the agreement are specified as the laws of the Netherlands and the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
This Foundation Support Agreement signifies a strategic move by Merus N.V. to safeguard its interests and independence, while also providing clarity on the terms and conditions for potential transactions, which will likely have a significant impact on the company's future. Following these announcements, the company's shares moved 1.16%, and are now trading at a price of $68.89. Check out the company's full 8-K submission here.
