Genmab and its subsidiary Genmab Finance LLC announced a $2.5 billion senior debt package that includes $1.5 billion of senior secured notes due 2032, $1.0 billion of senior unsecured notes due 2033, and a new $2.0 billion senior secured term loan “B” facility. The proceeds are earmarked for the pending $8 billion acquisition of Merus N.V. and related transaction costs, giving the company the liquidity needed to close the deal and support integration.
The secured notes will be backed by segregated securities accounts that hold the proceeds until the Merus tender offer closes. After the offer is finalized, the notes will be secured by a first‑priority security interest in Genmab’s assets. The unsecured notes are guaranteed by Genmab subsidiaries, providing additional credit protection for investors.
The Merus transaction represents a strategic shift for Genmab from a partnership‑heavy royalty model to a wholly‑owned launch model. Merus brings petosemtamab, a bispecific antibody targeting EGFR and LGR5, which has received two FDA Breakthrough Therapy Designations for head‑and‑neck cancer. Genmab projects petosemtamab could generate at least $1 billion in annual sales by 2029, with multi‑billion‑dollar potential thereafter. The acquisition is expected to close in early Q1 2026, pending completion of an antitrust review that expires on November 12 2025.
Genmab’s balance sheet will shift from a minimal debt‑to‑equity ratio of 0.02 to a more leveraged profile, with approximately $5.5 billion of new debt financing the Merus deal. The company’s prior quarter results showed a 21% year‑to‑date revenue increase and a 52% rise in operating profit for Q3 2025, underscoring the financial strength that supports the new debt load. The $2.5 billion debt package is designed to keep gross leverage below three times within two years of closing, balancing growth financing with prudent risk management.
CEO Jan van de Winkel said the acquisition “aligns with our long‑term strategy” and will “significantly accelerate our evolution into a global biotechnology leader by providing durable growth for the company well into the next decade.” The move follows Genmab’s 2024 acquisition of ProfoundBio and positions the company to compete directly in the growing bispecific antibody market, projected to reach $50 billion by 2030.
The transaction is subject to a Hart‑Scott‑Rodino antitrust review that expires on November 12 2025. Once cleared, Genmab will integrate Merus’s pipeline and commercial operations, leveraging petosemtamab’s strong clinical profile to expand its oncology portfolio and reduce reliance on external partners.
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