Announcement • Aug 28

argenx SE (ENXTBR:ARGX) completed the acquisition of Forte Biosciences, Inc. (NasdaqCM:FBRX).

argenx SE (ENXTBR:ARGX) entered into a definitive agreement to acquire Forte Biosciences, Inc. (NasdaqCM:FBRX) for $1.6 billion on July 26, 2026. Under the terms of the offer, argenx SE will commence a cash tender offer to acquire all of the outstanding shares of Forte Biosciences’ common stock at a price of $77 in cash per share, representing a total equity value of approximately $2.2 billion. The transaction will be funded entirely from cash on hand. Following the successful completion of the tender offer, a wholly owned subsidiary of argenx will merge with Forte Biosciences and the outstanding Forte Biosciences shares not tendered in the tender offer will be converted into the right to receive the same $77 per share in cash paid in the tender offer. Upon completion, Forte will become a wholly owned subsidiary of argenx. In case of termination of the transaction, seller will be required to pay argenx SE a termination fee of $65 million. The transaction is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Forte Biosciences, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The deal has been approved by the board of directors of argenx SE and Forte Biosciences, Inc. The acquisition is expected to close in Q3 2026. As of August 6, 2026, argenx commenced a tender offer to acquire Forte Biosciences for $77.00 per share in cash. The Forte Board recommended shareholders tender their shares. As of August 18, 2026, the required waiting period under the HSR Act with respect to the Offer has expired so the condition set forth in clause (e)(i) of Annex I to the Merger Agreement, requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated, has been satisfied. The offer expires on August 26, 2026, unless extended. David A. Landers, Naomi Leslie and Anastasia Skosyrskaya of Goldman Sachs International acted as exclusive financial advisor to argenx SE. The team of Freshfields LLP led by Oliver J. Board, Damien Zoubek, Jeff Jay, Lori D. Goodman, Kathleen M. Emberger, Steven Matays, Mary Lehner, Christine Laciak, Stephanie Brown Cripps, David Livshiz, John Rousakis and Sigrid Ververken acted as legal advisor to argenx SE. Jordan L. Bliss of Guggenheim Securities, LLC acted as exclusive financial advisor to Forte Biosciences, Inc. Rob Ishii, Remi Korenblit, Dan Koeppen, Ben Capps, Rob Wernli, Megan Schilling, Brandon Gantus, Michael Hostetler, Minyoung Shin, Mark Bellomy, Joshua Gruenspecht, Anne Seymour, Eva Yin, Matthew Staples, Michael O'Brien, Myra Sutanto Shen, Jamillia Ferris, Michelle Yost Hale, and Deirdre Carroll of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Forte Biosciences, Inc. Computershare Trust Company, National Association acted as transfer agent for Forte Biosciences, Inc. Innisfree M&A Incorporated acted as information agent for argenx SE. argenx SE (ENXTBR:ARGX) completed the acquisition of Forte Biosciences, Inc. (NasdaqCM:FBRX) on August 27, 2026. As of the tender offer expiration at one minute after 11:59 p.m., Eastern Time, on August 26, 2026, 19,894,879 shares of Forte common stock were validly tendered and not validly withdrawn, representing, together with the shares owned by argenx and its affiliates, approximately 87.13% of the total number of Forte’s issued and outstanding shares of common stock as of such date and time. All such shares have been accepted for payment in accordance with the terms of the tender offer, and argenx, on behalf of its subsidiary, will promptly pay for such shares. At the completion of the merger, Forte became a wholly owned subsidiary of argenx and Forte’s common stock will no longer be listed or traded on the Nasdaq Capital Market.

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