NEW YORK, December 30, 2025, 11:14 ET — Regular session
Merus N.V. shares were halted on Tuesday after Nasdaq said the final merger step in Denmark’s Genmab’s $97-a-share cash acquisition closed before the market open, leaving the stock set for suspension on Dec. 31. Merus last traded around $90 late Monday, about 7% below its prior close, according to market data.
Why it matters now: Merus said in an SEC filing that a “back-end” merger — a squeeze-out step that follows a tender offer — and a related share cancellation took effect late Monday, leaving no common shares outstanding. Remaining holders were converted into the right to receive $97 per share in cash, less applicable withholding taxes, including a $10.67-per-share Dutch dividend withholding tax that the paying agent will deduct on the back-end payout, the filing showed. Merus also asked Nasdaq to halt trading and file a Form 25 to delist and deregister the shares, and said directors Maxine Gowen and Anand Mehra left the board when the merger became effective. SEC
That withholding line item is a big part of why the last print sat below the headline $97. Subtract $10.67 and the cash-out equates to $86.33 per share before any refund process, making the spread more about taxes and timing than about fresh clinical data.
A trade-halt notice posted by Cboe showed MRUS was halted at 7:50 p.m. ET on Monday, with no resumption time listed.
With trading frozen, event-driven investors are now watching corporate-action mechanics rather than chart levels. The key variables are when brokers process the cash-out and how withholding is reflected on individual accounts.
Genmab’s U.S.-listed shares were down about 2% in late-morning trade. Investors are likely to focus on integration details and pipeline priorities in the company’s next update.
In a December tender-offer update, Genmab said the Merus deal adds petosemtamab, a late-stage head and neck cancer asset, and that it expects to launch the drug in 2027, subject to clinical results and regulatory approvals. Chief Executive Jan van de Winkel called the deal a move that “marks a pivotal step” in Genmab’s long-term strategy, the company said. markets.businessinsider.com
For Merus holders who tendered into the offer, the position is effectively being unwound into cash rather than traded. Holders who did not tender were swept up in the back-end cancellation described in the filing, a standard step used to reach 100% ownership after an offer period ends.
The delisting paperwork is the next milestone to watch. Form 25 is the SEC notice that removes a stock from an exchange and begins deregistration under Exchange Act rules; companies often follow with Form 15 to suspend ongoing reporting once a buyout is complete.
Arbitrage desks typically value a cashed-out biotech on expected net proceeds, not the headline consideration. Into the halt, the discount suggested traders were focused on the withholding deduction and settlement friction.
Investors will also watch their brokerage statements for timing and tax treatment. Foreign withholding tax can sometimes be reclaimed depending on investor circumstances, but the process and paperwork differ by intermediary.
