Merus announces price of public offering of ordinary shares

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UTRECHT, The Netherlands, and CAMBRIDGE, Mass., November 04, 2021 (GLOBE NEWSWIRE) – Merus NV (Nasdaq: MRUS) (“Merus”, the “Company”, “we” and “our”), a of oncology in the development phase developing innovative and complete multispecific antibodies (Biclonics® and Triclonics â„¢), today announced the price of a subscribed public offering of 3,859,650 ordinary shares, at a public offering price of 28 . $ 50 per share (the “Offered Shares”). Merus has also granted the Underwriters a 30-day option to purchase up to 578,947 additional Common Shares (the “Option Shares” and together with the Offered Shares, the “Shares”). The gross proceeds of the Offering, before deducting any discounts and underwriting commissions and estimated offering costs and excluding the option of the Underwriters to purchase the Option Shares, is approximately 110. 0 million dollars. All of the shares in the offering must be sold by Merus.

The offer is expected to close on or around November 9, 2021, subject to customary closing conditions.

Merus intends to use the net proceeds of the offering to further the clinical development of its product candidates, for preclinical research and technology development, as well as for working capital and general corporate needs. .

Jefferies LLC and SVB Leerink LLC are acting as book co-managers for the offering. Kempen & Co acts as the leader of the offer. HC Wainwright & Co. and Roth Capital Partners act as co-managers of the offering.

The offering is being made pursuant to a pre-registration statement on Form S-3 which was filed with the Securities and Exchange Commission (SEC) on May 7, 2021 and became effective upon filing. The offering will be made only by means of a written prospectus and a prospectus supplement which form 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 of a Member State of the European Economic Area (the “EEA”) and (ii) the Regulation on prospectus because it is part of national law in the United Kingdom under 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 November 4, 2021, and a final prospectus supplement will be filed with the SEC. Copies of the Final Prospectus Supplement and the accompanying prospectus relating to the Offer may be obtained, where available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by phone at (877)) 821-7388, or by email at [email protected] or SVB Leerink LLC, Attention: Syndicate Department, 53 State Street, 40e Floor, Boston, MA 02109, by phone at (800) 808-7525, ext. 6105, or by email at [email protected]

This press release does not constitute an offer to sell or a solicitation of an offer to buy such securities and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal 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 the Prospectus Regulation or the Prospectus Regulation of the United Kingdom.

EEA:

With respect to each EEA Member State (each, a “Relevant State”), no Shares have been offered or will be offered in connection with the public offering in that relevant State, except from:

  • to any legal person who is a qualified investor within the meaning of article 2 of the Prospectus Regulation;
  • less than 150 natural or legal persons (other than qualified investors as defined in article 2 of the Prospectus Regulation), subject to obtaining the prior consent of subscribers for such an offer; and
  • in any other circumstance falling under article 1 (4) of the Prospectus Regulation,

it being understood that no offer of Shares in the Company obliges us, or one of our representatives, to publish a prospectus in accordance with article 3 of the Prospectus Regulation or to complete a prospectus in accordance with article 23 of the Regulation Prospectus and each person who initially acquires Shares or to whom an offer is made will be deemed to have represented, acknowledged and accepted and with each of the representatives and us that he is an “accredited investor” as defined in the Regulations. Prospectus.

For the purposes of the foregoing, the expression “public offering of shares” in relation to shares in any relevant state means communication in any form and by means of sufficient information about the terms of the offer and the shares to be offered in order to allow an investor to decide to buy Shares.

UK:

No Shares have been or will be offered in connection with this UK public offering prior to the publication of a prospectus relating to the Shares which has been approved by the Financial Conduct Authority, except that the Shares may be offered to the public in the United Kingdom at any time:

a) to any legal person which is an accredited investor as defined in Section 2 of the UK Prospectus Regulations;
b) less than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for such an offer; Where
vs) in any other circumstance falling under section 86 of the Financial Services and Markets Act 2000 (the “FSMA”)

provided that no offer of Shares obliges us or any of our representatives to publish a prospectus in accordance with article 85 of the FSMA or to complete a prospectus in accordance with article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the term “public offering” in relation to the Shares in the United Kingdom means the communication in any form and by any means sufficient information about the terms of the offer and the Shares to be offered. in order to enable an investor to decide to buy or subscribe for Shares.

In addition, in the United Kingdom, the transaction to which this press release relates will only be available and will be concluded with persons who are “qualified investors” (as defined in the UK Prospectus Regulation) (i) who have professional experience in matters of investments falling under Article 19, paragraph 5, of the FSMA (Financial Promotion) Ordinance 2005, as amended (the Ordinance), and / or (ii) which are high net worth entities (or persons to whom otherwise to be legally communicated) falling under Article 49 (2) (a) to (d) of the Ordinance (all such persons being together referred to as “data subjects”). In the United Kingdom, the securities referred to in this document are only available for, and any invitation, offer or agreement to subscribe, purchase or acquire such securities will be concluded only with persons concerned. Anyone in the UK who is not a Data Subject should not act or rely on this Communication or any of its contents.

About Merus NV

Merus is a clinical-stage oncology company developing innovative full-length human bispecific and trispecific therapeutic antibodies called Multiclonics®. Multiclonics® are manufactured using industry standard processes and have been observed in preclinical and clinical studies to exhibit many of the same characteristics as 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 historical facts should be considered as forward-looking statements, including, but without limitation, statements regarding the completion of the proposed offering, the intended gross proceeds of the offering and our intended use of any proceeds from the offering. These forward-looking statements are based on the current expectations of management. These statements are not promises or guarantees, but involve known and unknown risks, uncertainties and other material factors that may cause our actual results, performance or achievements to be materially different from any results, performance or achievements. futures expressed or implied by forward-looking statements. 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 waive rights to our technologies or our antibody candidates; potential delays in regulatory approval, which would impact our ability to market our product candidates and affect our ability to generate revenue; the long and expensive process of developing clinical drugs, the outcome of which is uncertain; the unpredictable nature of our early stage development efforts for marketable drugs; potential delays in patient enrollment, which could affect receipt of necessary regulatory approvals; our dependence on third parties to conduct our clinical trials and the possibility that these third parties may not perform satisfactorily; impacts of the COVID-19 pandemic; we may not identify suitable Biclonics® or bispecific antibody candidates in our collaborations or our collaborators may not function adequately in our collaborations; our dependence on third parties for the manufacture of our product candidates, which may delay, prevent or interfere with our development and commercialization efforts; the protection of our proprietary technology; our patents may be found to be 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 in potential lawsuits for infringement of the intellectual property of others; and our registered or unregistered trademarks or trade names may be disputed, infringed, circumvented or held to be generic or determined to infringe other marks.

These and other important factors discussed under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 2, 2021, in the Prospectus Supplement relating to the Offer, and in our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements contained in this press release. These forward-looking statements represent management’s estimates as of the date of this press release. While we may choose to update these forward-looking statements at some time in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required by applicable law. These forward-looking statements should not be taken as representing our views as of any date subsequent to the date of this press release.


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