UTRECHT, The Netherlands and CAMBRIDGE, Mass., May 28, 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 launch of a
proposed underwritten public offering of $300,000,000 of its common shares (the
"Offer Shares"). All of the common shares are being offered by Merus. In
addition, Merus expects to grant the underwriters a 30-day option to purchase up
to an additional 15% of the Offer Shares (the "Option Shares" and together with
the Offer Shares, the "Shares"). The offering is subject to market conditions
and other closing conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or terms of the
offering.
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 will be 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 and accompanying prospectus relating to the
offering will be filed with the SEC and will be available on the SEC's website
at www.sec.gov. Copies of the preliminary 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
(mailto: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 and timing of the proposed offering, expectations with
respect to granting the underwriters a 30-day option to purchase additional
common shares and our intended use of any net 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.
Â