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UTRECHT, The Netherlands, and CAMBRIDGE, Mass., Nov. 05, 2019 (GLOBE NEWSWIRE) — Merus N.V. (Nasdaq: MRUS), a clinical-stage bispecific antibiotic aggregation developing Biclonics®, today appear the appraisement of an underwritten accessible alms of 4,750,000 accepted shares, at a accessible alms amount of $14.50 per share, afore underwriting discounts and commissions. Merus additionally accepted the underwriters a 30-day advantage to acquirement up to an added 712,500 accepted shares. The gross gain from the offering, afore deducting underwriting discounts and commissions and estimated alms expenses, are accepted to be about $68.9 million, excluding any exercise of the underwriters’ advantage to acquirement added accepted shares. All of the shares in the alms are to be awash by Merus.



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Citigroup and Jefferies are acting as collective bookrunners for the offering, with Kempen, Berenberg and Roth Basic Partners acting as co-managers.  The alms is accepted to abutting on or about November 7, 2019, accountable to accepted closing conditions.

Merus intends to use the net gain from the alms to beforehand the analytic development of its artefact candidates, preclinical analysis and technology development, and for alive basic and added accepted accumulated purposes. 



The accepted shares declared are actuality offered by Merus pursuant to a shelf allotment account on Anatomy F-3 (File No. 333-233367) that was filed with the Securities and Exchange Commission (SEC) on August 20, 2019, including a prospectus, which was declared able by the SEC on August 27, 2019. A basic advertisement supplement to the advertisement anecdotic the acceding of the alms was filed with the SEC on November 4, 2019, and a final advertisement supplement will be filed with the SEC. The alms will be fabricated alone by agency of a accounting advertisement and advertisement supplement that anatomy a allotment of the allotment statement, which, for the abstention of doubt, will not aggregate a “prospectus” for the purposes of the Regulation (EU) 2017/1129 and has not been advised by any competent ascendancy in any affiliate accompaniment in the European Economic Area. Copies of the basic advertisement supplement and the accompanying advertisement apropos to the alms may be acquired from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Continued Island Avenue, Edgewood, NY 11717, or by blast at (800) 831-9146; or Jefferies LLC, Attention: Equity Syndicate Advertisement Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by blast at (877) 547-6340, or by e-mail at Media columnist absolution shall not aggregate an action to advertise or a address of an action to buy these balance nor shall there be any auction of these balance in any accompaniment or administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such accompaniment or jurisdiction.



This columnist absolution is an advertisement and not a advertisement aural the acceptation of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as adapted or abolished including by Directive 2010/73/EU and as implemented in anniversary affiliate accompaniment of the European Economic Area, and of EU Regulation 2017/1129 (the Advertisement Regulations).

European Economic Area:

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In affiliation to anniversary Affiliate Accompaniment of the EEA (each, a Affiliate State), no action of the Company’s shares may be fabricated to the accessible in that Affiliate Accompaniment added than:

to any accustomed article which is a able broker as authentic in the Advertisement Regulation;

to beneath than 150 accustomed or accustomed bodies (other than able investors as authentic in the Advertisement Regulation), accountable to accepting the above-mentioned accord of the representatives;

in any added affairs falling aural Article 1(4) of the Advertisement Regulation, provided that no such action of the Company’s shares shall crave us or any of our assembly to broadcast a advertisement pursuant to Article 3 of the Advertisement Regulation or supplement a advertisement pursuant to Article 23 of the Advertisement Regulation and anniversary actuality who initially acquires any shares or to whom any action is fabricated will be accounted to accept represented, accustomed and agreed to and with anniversary of the assembly and us that it is a “qualified investor” as authentic in the Advertisement Regulation.

For the purposes of this provision, the advertisement an “offer of shares to the public” in affiliation to any shares in any Affiliate Accompaniment agency the advice in any anatomy and by agency of acceptable advice on the acceding of the action and the shares to be offered so as to accredit an broker to adjudge to acquirement shares, the advertisement “Prospectus Regulation” agency Regulation (EU) 2017/1129 (as amended).

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In addition, in the United Kingdom, the transaction to which this columnist absolution relates will alone be accessible to, and will be affianced in alone with, advance professionals falling aural Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as adapted (the Order), bodies falling aural Article 49(2)(a) to (d) of the Order, and added bodies to whom this advertisement may accurately be announced (all such bodies calm actuality referred to as accordant persons). The balance referred to herein are alone accessible to, and any invitation, action or acceding to subscribe, acquirement or contrarily access such balance will be affianced in alone with accordant persons. Any actuality who is not a accordant actuality should not act or await on this advice or any of its contents.

This columnist absolution is not an accustomed advertisement by the Financial Services Ascendancy or by any added authoritative ascendancy in the United Kingdom aural the acceptation of Section 85 of the Order.

About Merus N.V.

Merus is a clinical-stage immuno-oncology aggregation developing avant-garde feature animal bispecific antibiotic therapeutics, referred to as Biclonics®. Biclonics, which are based on the feature IgG format, are bogus application industry accepted processes and accept been empiric in preclinical and analytic studies to accept several of the aforementioned appearance of accepted animal monoclonal antibodies, such as continued half-life and low immunogenicity.

Forward Looking Account

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This columnist absolution contains advanced statements aural the acceptation of the Private Balance Litigation Reform Act of 1995. All statements independent in this columnist absolution that do not chronicle to affairs of absolute actuality should be advised advanced statements, including after limitation, statements apropos the achievement of the proposed alms and our advised use of any gain from the offering. These statements are neither promises nor guarantees, but absorb accepted and alien risks, uncertainties and added important factors that may account our absolute results, achievement or achievements to be materially altered from any approaching results, achievement or achievements bidding or adumbrated by the advanced statements, including, but not bound to, the following: our charge for added funding, which may not be accessible and which may crave us to bind our operations or crave us to abandon rights to our technologies or Biclonics® and bispecific antibiotic candidates; abeyant delays in authoritative approval, which would appulse our adeptness to commercialize our artefact candidates and affect our adeptness to accomplish revenue; the diffuse and big-ticket action of analytic biologic development, which has an ambiguous outcome; the capricious attributes of our aboriginal date development efforts for bankable drugs; abeyant delays in acceptance of patients, including for the analysis of attenuate subpopulations such as NRG1 fusions, which could affect the cancellation of all-important authoritative approvals; our assurance on third parties to conduct our analytic trials and the abeyant for those third parties to not accomplish satisfactorily; we may not analyze acceptable Biclonics® or bispecific antibiotic candidates beneath our accord with Incyte or any of our added collaborators, or Incyte or any of our added collaborators may abort to accomplish abundantly beneath our collaborations with them; our assurance on third parties to accomplish our artefact candidates, which may delay, anticipate or blemish our development and commercialization efforts; aegis of our proprietary technology; our patents may be begin invalid, unenforceable, baffled by competitors and our apparent applications may be begin not to accede with the rules and regulations of patentability; we may abort to abound in abeyant lawsuits for contravention of third-party bookish property; and our registered or unregistered trademarks or barter names may be challenged, infringed, baffled or declared all-encompassing or bent to be anarchic on added marks.

These and added important factors discussed beneath the explanation ”Risk Factors” in our Annual Report on Anatomy 20-F filed with the SEC on April 3, 2019, and our added consecutive letters filed with the SEC, could account absolute after-effects to alter materially from those adumbrated by the advanced statements fabricated in this columnist release. Any such advanced statements represent management’s estimates as of the date of this columnist release. While we may accept to amend such advanced statements at some point in the future, we abandon any obligation to do so, alike if consecutive contest account our angle to change, except as appropriate beneath applicative law. These advanced statements should not be relied aloft as apery our angle as of any date consecutive to the date of this columnist release.

Biclonics® is a registered brand of Merus N.V.

Investor and Media Inquiries:

Jillian Connell
Merus N.V.
Investor Relations and Accumulated Communications
617-955-4716
[email protected]

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