argenx to Acquire Forte Biosciences for $77.00 Per Share in Cash Deal

Acquisition Structure and Merger Process

The acquisition is structured as a two-step transaction to facilitate a smooth ownership transfer and integration. Initially, argenx's wholly owned subsidiary, Avena Merger Sub Inc., will initiate a tender offer to purchase all outstanding Forte common stock at $77.00 per share in cash, net of taxes and without interest. Upon successful tender offer completion, Avena Merger Sub will merge into Forte, with Forte surviving as a wholly owned subsidiary of argenx.

The Merger Agreement mandates commencement of the tender offer within 10 business days following the July 26, 2026 signing, remaining open for a minimum of 15 business days, subject to possible extension. This two-step approach enables argenx to acquire Forte efficiently while offering stockholders a clear opportunity to tender shares. The subsequent merger, conducted under Section 251(h) of Delaware General Corporation Law, will proceed without a separate shareholder vote, expediting integration once tender offer conditions are met.

Offer Price and Board Endorsement

The $77.00 per share cash offer represents the price argenx will pay for each Forte common share, net to sellers and subject to withholding taxes. Although the Merger Agreement allows for potential price adjustments, none have been disclosed. The all-cash deal ensures stockholders receive definitive consideration upon tender offer completion.

Forte's board of directors has unanimously recommended shareholders accept the tender offer, reflecting their view that the transaction is fair and beneficial to shareholders. This endorsement is a critical factor for investors evaluating the acquisition.

Closing Conditions and Regulatory Approvals

Completion depends on customary conditions outlined in the Merger Agreement, including a Minimum Condition requiring that validly tendered shares plus shares beneficially owned by argenx and affiliates exceed 50% of Forte's outstanding shares post-tender. Additionally, argenx’s obligation to close is contingent on the accuracy of Forte’s representations and warranties, subject to materiality exceptions, and Forte’s compliance with covenants.

Notably, the transaction is not subject to a financing condition, enhancing certainty of closing. Other conditions include expiration or early termination of the Hart-Scott-Rodino Antitrust Act waiting period. This absence of financing contingencies reduces risks that could delay or prevent deal completion.

Equity Awards and Options Treatment

The Merger Agreement details treatment of Forte’s outstanding equity awards. Options with exercise prices below $77.00 will be canceled and converted into lump-sum cash payments equal to the difference between $77.00 and the exercise price, multiplied by option shares. Options with exercise prices at or above $77.00 will be canceled without consideration.

All restricted stock units outstanding at merger will be canceled and converted into lump-sum cash payments equal to $77.00 multiplied by the number of shares covered. Pre-funded warrants will become exercisable for the right to receive $77.00 per share upon full exercise. All payments are subject to applicable withholding taxes.

Share Conversion and Merger Consideration

At merger closing, each issued and outstanding Forte common share will convert into the right to receive $77.00 in cash, except for shares owned by Forte, argenx, Purchaser, or their subsidiaries, which will not receive consideration. Shares accepted during the tender offer will not convert as they will have been purchased at the offer price. Shareholders exercising appraisal rights under Delaware law are also excepted.

Payments will be made in cash without interest, subject to withholding taxes. Shareholders tendering during the offer will receive payment through that process, while others will receive consideration via the merger, provided they do not exercise appraisal rights.

Operational Covenants and Business Conduct

Forte has committed to conduct its business in the ordinary course consistent with past practices from agreement signing until merger closing or agreement termination. The company is restricted from taking certain actions during this period, as defined in the Merger Agreement, to preserve business value and transaction integrity.

argenx and Purchaser have agreed to use reasonable best efforts to complete the tender offer, merger, and related transactions, including obtaining necessary approvals and satisfying conditions. This commitment provides assurance to Forte shareholders regarding the parties’ dedication to closing the deal.

No-Shop Clause and Superior Proposal Rights

Forte has agreed to customary no-shop provisions limiting solicitation of alternative bids. However, the agreement permits Forte to consider and engage with third parties presenting Superior Offers prior to offer acceptance. A Superior Offer is defined as a bona fide written proposal for a majority stake that did not result from a no-shop breach and is deemed reasonably likely to close after consultation with legal and financial advisors.

This framework balances argenx’s interest in transaction certainty with Forte’s fiduciary duty to shareholders to evaluate higher-value proposals.

Representations, Warranties, and Protections

The Merger Agreement includes standard representations and warranties typical for transactions of this nature, providing each party with protections related to accuracy of statements and validity of claims. Forte’s representations must be accurate at closing, subject to materiality exceptions, ensuring argenx’s protection regarding the company’s financial and legal status.

These provisions establish the contractual basis for mutual obligations and potential remedies if inaccuracies arise, reflecting standard market practices.

Timeline and Shareholder Guidance

The tender offer is scheduled to begin within 10 business days of the July 26, 2026 agreement and remain open for at least 15 business days, with possible extensions. Shareholders wishing to participate must tender shares within this window. After offer acceptance, the merger will be effected promptly, subject to customary closing conditions.

Shareholders should review communications from Forte and the SEC-filed tender offer documents for detailed instructions and timelines. Consulting financial and tax advisors is recommended to understand transaction implications.

Market Impact and Trading Considerations

The immediate impact on Forte’s share price was not disclosed at announcement. The $77.00 cash offer sets the valuation for shares upon deal completion. The board’s unanimous recommendation and all-cash nature may positively influence market sentiment.

Trading in Forte stock will likely continue until closing, potentially near the offer price but subject to discount if risks emerge. Factors influencing trading include regulatory progress and deal status updates. Shareholders not tendering during the offer but holding shares through merger will receive $77.00 per share consideration via the merger.