argenx Completes $77-a-Share, $2.2 Billion Takeover of Forte Biosciences

by Carter Whitfield · August 28, 2026

Equities Reporter, The SmallCap Signal

argenx SE said on Thursday that it has completed its acquisition of Forte Biosciences Inc, finishing an all-cash tender offer that pays Forte shareholders $77.00 per share and takes a Nasdaq Capital Market-listed clinical-stage biotechnology company private.

According to argenx's press release issued at 8:50 a.m. ET on Aug. 27, 2026, the tender offer expired one minute after 11:59 p.m. Eastern time on Wednesday, Aug. 26. The release states that 19,894,879 Forte shares were validly tendered and not withdrawn, representing approximately 87.13 percent of Forte's total issued and outstanding shares as of the expiration.

The $77.00 per share is payable in cash, without interest and subject to applicable tax withholding. The completion release does not describe any contingent value right or milestone payment layered on top of the cash consideration.

Structure and delisting

The transaction was executed as a two-step deal: a cash tender offer followed by the merger of an argenx subsidiary with and into Forte, with Forte surviving as a wholly owned subsidiary. Shares not tendered into the offer are converted into the right to receive the same $77.00 per share. On the delisting, the release is forward-looking: it states that Forte's common stock "will no longer be listed or traded on the Nasdaq Capital Market." This report does not establish that the delisting has already taken effect, only that argenx has said it will.

In the deal's original announcement, dated July 27, 2026 and also distributed by GlobeNewswire, argenx said the acquisition vehicle was a wholly owned subsidiary named Avena Merger Sub Inc. That release put the total equity value of the transaction at approximately $2.2 billion and described the $77.00 price as roughly an 86 percent premium to Forte's volume-weighted average price since the company reported positive Phase 1b vitiligo data on July 9, 2026.

The July announcement listed the conditions to closing as the tender of at least a majority of outstanding shares and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. argenx said the deal carried no financing condition and would be funded entirely from cash on hand, with closing expected in the third quarter of 2026. On the evidence of Thursday's release, that timetable held.

What argenx is buying

The asset at the center of the deal is FB102, which argenx describes as a proprietary first-in-class anti-CD122 antibody. According to the company's releases, the antibody is aimed at pathogenic T-cell and NK-cell activity implicated in autoimmune disease, and it has generated clinical proof-of-concept in vitiligo and celiac disease. These are argenx's own characterizations of the asset and are self-reported.

The completion release points to two near-term readouts: data from a Phase 2 study in celiac disease expected in the second half of 2026, and data from a Phase 1b trial in alopecia areata also expected in the second half of 2026. In the July announcement, argenx described FB102 as having pipeline-in-a-product potential across additional autoimmune indications, again a company characterization rather than an established finding.

argenx Chief Executive Karen Massey is quoted in the completion release framing FB102 as a potential first-in-class molecule addressing diseases with few existing treatment options.

The small-cap arithmetic

Forte's outcome is a reminder of how sharply the valuation of a clinical-stage small cap can reset on a single dataset. The purchase price was struck at a large premium not to a long-run average but specifically to the volume-weighted average price measured from July 9, the day Forte reported positive Phase 1b vitiligo results — meaning the reference point already incorporated whatever re-rating followed that readout.

The tendered total of 19,894,879 shares at approximately 87.13 percent of shares outstanding implies roughly 22.8 million shares outstanding, a compact capitalization structure typical of a development-stage biotechnology company on the Nasdaq Capital Market. That figure does not reconcile directly to the approximately $2.2 billion equity value argenx put on the deal in July: 22.8 million shares at $77.00 is closer to $1.8 billion, so the company's headline figure appears to rest on a fully diluted count including instruments beyond outstanding common stock. Neither release fetched for this report breaks out that reconciliation.

Holders who did not tender before Wednesday's deadline are not left out: under the two-step structure described in the release, their shares convert into the right to receive the same cash consideration in the back-end merger.

Because Friday's US session was still open at the time of publication, this report does not include any closing price for Aug. 28. The most recent completed session was Thursday, Aug. 27, when the Nasdaq composite closed at 26,541.35, up 411.16 points or 1.6 percent, and the Russell 2000 closed at 3,014.34, up 8.44 points or 0.3 percent, according to the Associated Press market wrap.