Argenx to Acquire Forte Biosciences for $2.2 Billion to Expand Immunology Portfolio

Argenx NV has agreed to acquire Dallas-based Forte Biosciences Inc. in an all-cash transaction valued at approximately $2.2 billion, or $77 per share. The deal centers on Forte's lead asset FB102, an anti-CD122 antibody targeting vitiligo and celiac disease, which expands Argenx's immunology portfolio beyond its blockbuster drug Vyvgart. The transaction, structured as a tender offer, represents an 86% premium to Forte's volume-weighted average price since July 9, 2026, and is expected to close in Q3 2026.

Argenx acquisition of Forte Biosciences

• ▪Argenx NV agreed to acquire Forte Biosciences Inc. in an all-cash transaction valued at approximately $2.2 billion.
• ▪The acquisition centers on Forte Biosciences Inc.'s lead asset FB102, an anti-CD122 antibody being developed for vitiligo and celiac disease.

Tender offer mechanics

• ▪Argenx NV will commence a cash tender offer to acquire all issued and outstanding shares of Forte Biosciences Inc. common stock.
• ▪The tender offer is conditioned on tendered shares exceeding 50% of the outstanding shares of Forte Biosciences Inc.
• ▪The tender offer will commence within 10 business days of the merger agreement execution and remain open for a minimum of 15 business days.

Shareholder premium valuation

• ▪The $77 per share offer represents an approximate 86% premium to Forte Biosciences Inc.'s volume-weighted average price since July 9, 2026.
• ▪Argenx NV will pay $77 per share in cash, representing an approximate 40% premium to Forte Biosciences Inc.'s closing price on July 24, 2026.

Regulatory approval requirements

• ▪The acquisition is subject to customary closing conditions and regulatory approvals, but is not subject to a financing condition.
• ▪The transaction is conditioned on regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Transaction closing timeline

• ▪The boards of directors of both Argenx NV and Forte Biosciences Inc. have unanimously approved the transaction.
• ▪The acquisition is expected to close in the third quarter of 2026.

Termination fee provisions

• ▪The merger agreement includes a $65 million termination fee payable by Forte Biosciences Inc. to Argenx NV under specified scenarios.
• ▪The merger agreement contains a no-shop restriction on Forte Biosciences Inc., subject to a fiduciary 'Superior Offer' exception.