No Shareholder Vote Required: What argenx's $77-a-Share Tender Offer for Forte Biosciences Teaches About How Deals Close

Most large mergers you read about follow a familiar script: two boards agree on a price, shareholders get a proxy statement, a vote is scheduled, and — weeks or months later — the deal closes if a majority says yes. argenx's agreement to acquire Forte Biosciences skips a step in that script entirely, and the mechanical difference is worth understanding on its own.

The Deal in Plain Terms

argenx, through its wholly owned subsidiary Avena Merger Sub Inc., is offering $77.00 per share in cash for all outstanding shares of Forte Biosciences, a clinical-stage biopharmaceutical company. The two companies signed a definitive Merger Agreement on July 26, 2026, and the tender offer itself — the formal process by which Forte shareholders can actually sell their shares into the deal — commenced August 6, 2026, with a stated expiration of one minute after 11:59 p.m. Eastern on August 26, 2026, unless extended.

Forte's board unanimously approved the deal and unanimously recommends shareholders tender their shares, based in part on a fairness opinion — a third-party financial analysis concluding the price is fair to shareholders — from its financial advisor. The transaction is funded entirely from argenx's existing cash — there is no financing condition, meaning the deal isn't contingent on argenx successfully raising money to pay for it.

Forte's asset at the center of the deal is FB102, an antibody still in early clinical development, with positive data so far in vitiligo and celiac disease — the kind of single-asset, high-conviction biotech bet that regularly draws acquisition interest from larger, more diversified drug companies once initial data reads out well.

Tender Offer vs. Merger Vote: The Mechanical Difference

In a traditional one-step merger, the acquirer and target agree on terms, then the target has to call a special shareholder meeting, mail a proxy statement, and hold a vote — a process that commonly takes a couple of months on its own, before any regulatory review is even factored in.

A tender offer works differently. Instead of asking shareholders to vote, the acquirer asks them to directly sell (tender) their shares at the offer price, within a set window. If enough shareholders do — in this deal, more than 50% of Forte's outstanding shares, a threshold known as the "Minimum Tender Condition" — the acquirer can then complete a short-form merger, a streamlined back-end step under Delaware corporate law (Section 251(h)), without a separate shareholder vote at all. The tendered majority itself stands in for what a vote would have decided.

The practical upshot: tender offers, when the target's board supports the deal and there's no financing contingency, tend to move from signing to closing considerably faster than a proxy-vote merger. The Minimum Tender Condition functions as the tender offer's version of "getting the votes" — it's just tested share by share, as owners choose whether to tender, rather than through a formal ballot.

Reading the Spread on a Tender Offer

Merger arbitrage — buying a target's stock after a deal is announced, hoping to capture the (usually small) gap between the trading price and the deal price — plays out a little differently on a tender offer than on a vote-based merger, because some of the usual sources of deal risk simply aren't present here.

There's no proxy fight (a shareholder campaign to derail the deal) to worry about, no shareholder meeting that could get contested, and no financing condition. What's left, structurally, is whether the Hart-Scott-Rodino antitrust waiting period clears in time, whether enough shareholders actually tender to hit the majority threshold, and whether something unrelated derails the deal before closing — the general tail risk that accompanies any pending transaction. When a deal has this few moving parts and strong board support, the market tends to price it as a high-confidence close — which shows up as an unusually tight arbitrage spread relative to deals with more open risk, like a contested shareholder vote or a financing-dependent buyer.

That's the broader lesson this deal offers: an arbitrage spread isn't one undifferentiated number. It's compensation for a specific, identifiable list of risks, and a shrinking list of risks (no vote, no financing condition, unanimous board support) should show up as a shrinking spread. Reading a spread well means asking what, specifically, is still left to go wrong — not just noting that a gap exists.

The Risk Disclosure

Tender offers are not risk-free just because they skip a shareholder vote. Regulatory review (including HSR antitrust clearance) can still delay or, in rare cases, block a deal. The Minimum Tender Condition can fail to be met if too few shareholders choose to tender. And any pending merger — tender offer or otherwise — carries the general risk that terms could be renegotiated or the deal could be terminated before closing, which would typically send the target's stock back toward its pre-announcement level. Merger arbitrage, including on tender offers, is not a guaranteed source of return, and spreads can move quickly as new information becomes available.

The Takeaway

argenx's tender offer for Forte Biosciences is a clean, current example of a deal structure that moves differently from the shareholder-vote mergers most investors are used to reading about. Understanding the difference — a Minimum Tender Condition standing in for a vote, a faster path to closing under Delaware's short-form merger provision, and a shorter list of residual risks when there's no financing condition — is what separates two ways of reading an arbitrage spread. One treats it as a single abstract number. The other treats it as a specific, analyzable bet on what's actually left to go wrong before closing.

This article is educational commentary on public market events, not personalized investment, trading, or tax advice.