Merus Announces Pricing of Upsized Public Offering of Common Shares
Merus N.V. (Nasdaq: MRUS), a clinical-stage oncology company, announced an upsized public offering of 7,550,000 common shares at $53.00 per share, expected to raise approximately $400.2 million in gross proceeds.
The offering includes an option for underwriters to purchase an additional 1,132,500 shares. The proceeds will be used to advance clinical development, preclinical research, and general corporate purposes. The offering is expected to close on May 31, 2024, subject to customary conditions. Joint book-running managers include Jefferies, BofA Securities, Leerink Partners, Guggenheim Securities, and BMO Capital Markets, with Van Lanschot Kempen as lead manager.
- Merus N.V. expects to raise approximately $400.2 million from the public offering.
- The offering price is set at $53.00 per share, indicating market confidence.
- Funds will be used to advance clinical development and preclinical research, potentially accelerating product timelines.
- The underwriters have the option to purchase an additional 1,132,500 shares, potentially increasing the total raised.
- The public offering may lead to shareholder dilution due to the increased number of shares.
- High underwriting discounts and commissions will reduce net proceeds from the offering.
- The final proceeds are subject to customary closing conditions, which could delay or alter funding reception.
Insights
Merus' decision to conduct an upsized public offering of common shares is a significant event that directly impacts the company's financial outlook and investor sentiment. The offering size of 7,550,000 shares, priced at $53.00 per share, suggests strong demand and confidence from institutional investors given the substantial gross proceeds of approximately $400.2 million. This infusion of capital is particularly noteworthy for a clinical-stage oncology company, as it indicates a robust interest in Merus' pipeline and its potential future earnings.
From a financial perspective, this capital raise will enhance Merus' liquidity position, providing ample resources to advance its clinical trials and preclinical research. This is important for biotech firms, which often face high R&D costs and prolonged periods before achieving profitability. By bolstering its financial reserves, Merus can pursue its ambitious development programs without immediate financial constraints.
However, issuing new shares also dilutes the existing shareholders' equity. Investors need to weigh this trade-off between short-term dilution and the long-term potential for value creation through successful drug development. Historically, biotech firms that can effectively leverage capital to achieve clinical milestones tend to see significant appreciation in their stock price.
Overall, this public offering is a strategic move that positions Merus well for future growth, but investors should remain vigilant about the company's execution of its development plans and the competitive landscape in oncology.
The upsized offering by Merus reflects a bullish market sentiment towards its multispecific antibodies (Biclonics® and Triclonics®) platform. In the biotech sector, investor confidence is often driven by pipeline potential and the innovative nature of the technology. Merus' ability to attract significant capital suggests that its technology is perceived as highly promising, with potential to address unmet needs in oncology.
From a market perspective, the involvement of prominent underwriters like Jefferies, BofA Securities, Leerink Partners and others adds credibility to the offering. These institutions typically conduct thorough due diligence and their participation signals a positive assessment of Merus' prospects. Furthermore, the upsized nature of the offering indicates that demand exceeded initial expectations, which is a positive indicator for future stock performance.
It's also worth noting that the use of proceeds for advancing clinical development and preclinical research aligns with investor expectations for a clinical-stage biotech. This strategic allocation is essential for maintaining momentum in drug development and achieving key milestones that could drive further valuation increases.
Investors should monitor upcoming clinical trial results and regulatory updates, as these will be critical in validating the market potential of Merus' therapeutic candidates. A successful execution of these clinical programs could significantly enhance shareholder value.
UTRECHT, The Netherlands and CAMBRIDGE, Mass., May 29, 2024 (GLOBE NEWSWIRE) -- Merus N.V. (Nasdaq: MRUS) (“Merus”, the “Company,” “we” and “our”), a clinical-stage oncology company developing innovative, full-length multispecific antibodies (Biclonics® and Triclonics®), today announced the pricing of an upsized underwritten public offering of 7,550,000 common shares, at a public offering price of
The offering is expected to close on or about May 31, 2024, subject to customary closing conditions.
Merus currently intends to use the net proceeds from the offering, together with its existing cash, cash equivalents and marketable securities, to advance the clinical development of its product candidates, for preclinical research and technology development, and for working capital and general corporate purposes.
Jefferies, BofA Securities, Leerink Partners, Guggenheim Securities and BMO Capital Markets are acting as joint book-running managers for the offering. Van Lanschot Kempen is acting as lead manager for the offering.
The offering is being made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (SEC) on February 28, 2024 and was effective upon filing. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement, which, for the avoidance of doubt, will not constitute a “prospectus” for the purposes of (i) Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been reviewed by any competent authority in any member state in the European Economic Area (the “EEA”) and (ii) the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and has not been reviewed by the Financial Conduct Authority in the United Kingdom. A preliminary prospectus supplement to the prospectus describing the terms of the offering was filed with the SEC on May 28, 2024, and a final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; BofA Securities NC1-0220-02-25, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255‐0001, or by email at dg.prospectus_requests@bofa.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, by telephone at (800) 414-3627 or by email at: bmoprospectus@bmo.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release is an advertisement and not a prospectus within the meaning of either the Prospectus Regulation or the UK Prospectus Regulation.
EEA:
In relation to each member state of the EEA (each, a “Relevant State”), no Shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that Shares may be offered to the public in that Relevant State at any time:
- to any legal entity which is a “qualified investor” as defined under Article 2 of the Prospectus Regulation;
- to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; and
- in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the Shares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Each person who initially acquires any Shares or to whom any offer is made will be deemed to have represented, warranted, acknowledged and agreed to and with us and each of the underwriters that it is a “qualified investor” within the meaning of Article 2 of the Prospectus Regulation.
For the purposes of the above, the expression “offer to the public” in relation to the Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
United Kingdom:
No Shares have been offered or will be offered pursuant to this offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Shares which has been approved by the Financial Conduct Authority in the United Kingdom, except that the Shares may be offered to the public in the United Kingdom at any time:
a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the “FSMA”)
provided that no such offer of the Shares shall require us or any of the underwriters to publish a prospectus pursuant to Section 85 of the FSMA or Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. Each person in the United Kingdom who initially acquires any Shares or to whom any offer is made will be deemed to have represented, warranted, acknowledged and agreed to and with us and each of the underwriters that it is a “qualified investor” within the meaning of the UK Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to the Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares.
In addition, in the United Kingdom, the transaction to which this press release relates will only be available to, and will be engaged in only with persons who are “qualified investors” (as defined in the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the Order), and/or (ii) who are high net worth entities (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this communication or any of its contents.
About Merus N.V.
Merus is a clinical-stage oncology company developing innovative full-length human bispecific and trispecific antibody therapeutics, referred to as Multiclonics®. Multiclonics® are manufactured using industry standard processes and have been observed in preclinical and clinical studies to have several of the same features of conventional human monoclonal antibodies, such as long half-life and low immunogenicity.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the completion of the proposed offering, the anticipated gross proceeds from the offering and our intended use of any proceeds from the offering. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our need for additional funding, which may not be available and which may require us to restrict our operations or require us to relinquish rights to our technologies or Biclonics®, Triclonics® and multispecific antibody candidates; potential delays in regulatory approval, which would impact our ability to commercialize our product candidates and affect our ability to generate revenue; the lengthy and expensive process of clinical drug development, which has an uncertain outcome; the unpredictable nature of our early stage development efforts for marketable drugs; potential delays in enrollment of patients, which could affect the receipt of necessary regulatory approvals; our reliance on third parties to conduct our clinical trials and the potential for those third parties to not perform satisfactorily; impacts of the global instability caused by the Russia, Ukraine conflict, and conflict in the Middle East; we may not identify suitable Biclonics® or bispecific antibody candidates under our collaborations or our collaborators may fail to perform adequately under our collaborations; our reliance on third parties to manufacture our product candidates, which may delay, prevent or impair our development and commercialization efforts; protection of our proprietary technology; our patents may be found invalid, unenforceable, circumvented by competitors and our patent applications may be found not to comply with the rules and regulations of patentability; we may fail to prevail in potential lawsuits for infringement of third-party intellectual property; and our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks.
These and other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission, or SEC, on May 8, 2024, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Multiclonics®, Biclonics® and Triclonics® are registered trademarks of Merus N.V.
FAQ
What is the stock symbol for Merus N.V.?
When is the closing date for the Merus public offering?
How many shares is Merus offering in its upsized public offering?
What is the expected gross proceeds from the Merus public offering?
What will Merus use the proceeds from the offering for?
Who are the joint book-running managers for the Merus public offering?
