argenx launches $77-per-share tender offer for Forte
- argenx’s subsidiary Avena Merger Sub launched a tender offer to acquire all outstanding Forte shares for $77.00 per share in cash.
- The offer is made under a July 26, 2026 merger agreement and the surviving corporation will be Forte as a wholly-owned argenx subsidiary via a Section 251(h) merger.
- The offer expires one minute after 11:59 p.m. ET on August 26, 2026 unless extended, and Purchaser is not providing guaranteed delivery procedures.
- Closing is subject to the Hart-Scott-Rodino waiting-period clearance and a minimum tender condition of more than 50% of Forte shares (including affiliates); the offer is not conditioned on financing.
Offer and consideration
Avena Merger Sub Inc., a wholly owned subsidiary of argenx BV, commenced a tender offer to purchase all issued and outstanding shares of Forte Biosciences for $77.00 per share in cash, net to the seller and subject to applicable withholding taxes. The Offer is set forth in the Offer to Purchase and the accompanying Letter of Transmittal.
Merger mechanics
The Offer is made pursuant to an Agreement and Plan of Merger dated July 26, 2026. As soon as practicable after acceptance of tendered shares (and no later than the first business day following the Offer’s expiration), Purchaser will merge with and into Forte, with Forte continuing as the surviving wholly owned subsidiary of argenx. Under the Merger each outstanding share (subject to specified exceptions) will convert into the right to receive $77.00 in cash. The Merger will be effected under Section 251(h) of the Delaware General Corporation Law and therefore will not require a stockholder vote.
Conditions, timing and recommendation
The Offer and withdrawal rights expire one minute after 11:59 p.m., Eastern Time, on August 26, 2026 unless extended. Purchaser’s obligation to pay for validly tendered shares is subject to customary conditions, including the Minimum Condition that, together with shares already owned by Purchaser and its affiliates, a number of shares representing more than 50% of outstanding shares be validly tendered, and the expiration or termination of the Hart-Scott-Rodino waiting period. The Offer is not subject to a financing condition. Forte’s Board of Directors recommends that stockholders accept the Offer, as detailed in the Schedule 14D-9.
Source: argenx
