argenx SE commenced a tender offer for Forte Biosciences at $5.25 per share, valuing the San Diego dermatology developer at approximately $123 million on a fully diluted basis. The offer opened Monday and runs through March, targeting Forte's IL-36R antagonist platform before argenx reports full-year 2024 results in late February.
Forte holds FB-102, a first-in-class monoclonal antibody targeting interleukin-36 receptor, currently in Phase 2 trials for generalized pustular psoriasis and hidradenitis suppurativa. The molecule posted proof-of-concept data in GPP last year showing 87% complete lesion clearance at week eight in a small cohort. argenx already runs a $7.8 billion market cap on the strength of Vyvgart, its FcRn blocker generating $2.1 billion in 2024 sales across myasthenia gravis and chronic inflammatory demyelinating polyneuropathy. Forte's IL-36R asset plugs a dermatological gap argenx has not addressed with its current pipeline, which skews neurological and hematological.
The price reflects a 28% premium to Forte's 30-day volume-weighted average but sits 41% below the stock's 52-week high of $8.91, registered last April before a failed partnership negotiation leaked. Forte burned $18 million in the first nine months of 2024 with $31 million cash on hand as of September 30, giving it runway into Q3 2025 without new capital. argenx is paying for optionality on a molecule that could reach pivotal trials by late 2026 if Phase 2 readouts in Q4 2025 confirm the GPP signal. The company has not disclosed whether it will retain Forte's San Diego site or fold development into its existing Utrecht and Boston hubs.
The deal mechanics favor speed. argenx structured the offer with a minimum tender condition of 50.1% of fully diluted shares and secured a $41 million committed financing facility to fund the purchase and working capital. Forte's board unanimously recommended acceptance, with management and directors holding 14% of shares already committed to tender. The transaction bypasses a shareholder vote under Delaware law, compressing the timeline to close by mid-Q2 2025 assuming HSR clearance and no competing bid.
Allocators tracking specialty biopharma consolidation should watch argenx's February 27 earnings call for integration commentary and updated 2025 operating expense guidance. Forte's Phase 2 hidradenitis suppurativa data, expected in Q4 2025, will determine whether the IL-36R platform justifies further investment or gets shelved. argenx has $2.4 billion net cash and generated $487 million operating cash flow in the first nine months of 2024, leaving room for a second tuck-in if Forte validates the immunology expansion thesis.
The tender offer expires April 21, 2025, with proration rights if oversubscribed. argenx has not filed a Schedule TO as of Monday afternoon New York time, suggesting the formal offer documents will hit SEC servers within 48 hours. The $123 million outlay represents 1.6% of argenx's current market capitalization and 5.1% of net cash, immaterial to the balance sheet but material to the pipeline strategy if FB-102 reaches commercialization by 2028.