Forte Biosciences, Inc. announced on July 26, 2026, that it has entered into a definitive agreement to be acquired by argenx BV, a Belgian biotechnology company. Under the terms of the agreement, argenx will commence a tender offer to purchase all outstanding shares of Forte’s common stock for $77.00 per share in cash. The transaction is structured as a two-step acquisition, with a tender offer followed by a merger that will make Forte a wholly owned subsidiary of argenx.
Transaction Structure and Conditions
The tender offer is expected to commence within 10 business days and will remain open for a minimum of 15 business days, subject to extension. The obligation to close the offer is conditioned on several standard requirements, including that a majority of Forte’s shares are validly tendered and not withdrawn, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions. The offer is not subject to a financing condition.
Following the successful completion of the tender offer, the merger will be effected under Section 251(h) of the Delaware General Corporation Law, which allows the transaction to be completed without a separate stockholder vote. Any remaining shares not tendered in the offer will be converted into the right to receive the same $77.00 per share cash consideration.
Board Recommendation and Support Agreements
Forte’s board of directors has unanimously recommended that stockholders tender their shares in the offer. In connection with the agreement, all directors and executive officers of Forte, who collectively own approximately 1% of the outstanding shares, have entered into tender and support agreements committing to tender their shares.
Treatment of Equity Awards
The merger agreement details how outstanding equity awards will be handled. Company stock options with an exercise price below the $77.00 merger consideration will be canceled and converted into a cash payment equal to the difference between the merger consideration and the exercise price, multiplied by the number of shares subject to the option. Options with an exercise price at or above the merger consideration will be canceled without payment. Outstanding restricted stock units will be canceled and converted into a cash payment equal to the merger consideration multiplied by the number of underlying shares.
Termination Provisions and Go-Shop Period
The merger agreement includes a $65 million termination fee payable by Forte under specified circumstances, including if the board changes its recommendation or terminates the agreement to accept a superior proposal. The agreement contains customary "no-shop" restrictions, though Forte’s board retains the ability to engage with unsolicited superior proposals under certain conditions where failing to do so would be inconsistent with its fiduciary duties. The deal includes an outside termination date of November 30, 2026, if the offer has not been accepted by that time.
Additional details regarding the tender offer will be made available in the Schedule TO and Schedule 14D-9 filings that will be filed with the SEC in connection with the transaction.