Merus N.V. has entered into a Foundation Support Agreement with Stichting Continuïteit Merus, a foundation incorporated under Dutch law. The agreement was made on September 29, 2025, and it includes various provisions and definitions related to the support of the company's interests and the promotion of its sustainable success.
The agreement outlines the Call Option Arrangements, confirming that during the term of the Transaction Agreement, the Foundation shall not exercise the Call Option, and the Call Option Agreement shall terminate upon the occurrence of the Closing. Furthermore, it is agreed that the Foundation and its board members will take all necessary actions to dissolve and liquidate the Foundation following the Closing.
The agreement also includes miscellaneous provisions, such as third-party stipulations for the benefit of the Parent and Purchaser, corporate law effect, no implied waiver, and provisions related to amendment, invalidity, rescission, nullification, transfer, assignment, and encumbrance. It also states the term and termination of the agreement, as well as the execution in multiple counterparts.
The agreement is governed by the laws of the Netherlands, and any dispute in connection with it or any resulting agreement is to be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
The agreement was signed by Sven (Bill) Ante Lundberg, President and Chief Executive Officer of Merus N.V., as well as G. Reijnen and R. van Leen, Directors of Stichting Continuïteit Merus. Following these announcements, the company's shares moved 36.03%, and are now trading at a price of $93.71. For the full picture, make sure to review Merus's 8-K report.
