This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates
to the tender offer by Genmab Holding II B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Purchaser”) and a wholly owned
subsidiary of Genmab A/S, a public limited liability company (Aktieselskab) organized under the laws of Denmark (“Genmab”), to purchase all of the issued and outstanding common shares, nominal value €0.09 per share
(each, a “Common Share,” and collectively, the “Common Shares”), in the capital of Merus N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands
(“Merus”), in exchange for an amount in cash equal to $97.00 per Common Share (such amount, the “Offer Consideration”), less any applicable withholding taxes and without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October 21, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the letter of transmittal that accompanies the Offer to
Purchase (the “Letter of Transmittal,” and together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “Offer”), copies of which are attached
hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively.
All of the information set forth in the Offer to Purchase, including Schedule I
thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
| Item 1. |
Summary Term Sheet. |
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by
reference.
| Item 2. |
Subject Company Information. |
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Merus N.V., a Dutch public limited
liability company (naamloze vennootschap) organized under the laws of the Netherlands. Merus’ principal executive offices are located at Uppsalalaan 17, 3rd and 4th Floor, 3584 CT Utrecht, the Netherlands. Merus telephone number at such
address is +31 30 253 8800. The information set forth in Section 8 of the Offer to Purchase entitled “Certain Information Concerning Merus” is incorporated herein by reference.
(b) This Schedule TO relates to the Offer by Purchaser to purchase all issued and outstanding Common Shares. The information set forth on the
cover page and in the section of the Offer to Purchase entitled “Introduction” and “Price Range of Common Shares; Dividends” is incorporated herein by reference.
| Item 3. |
Identity and Background of Filing Person. |
(a)-(c) This Schedule TO is filed by Genmab A/S, a public limited liability company (Aktieselskab) organized under the laws of Denmark,
and Genmab Holding II B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and a wholly owned subsidiary of Genmab A/S. The information set forth in
Section 9 of the Offer to Purchase entitled “Certain Information Concerning Genmab, Purchaser and Certain Related Persons” and in Schedule I to the Offer to Purchase is incorporated herein by reference.
| Item 4. |
Terms of the Transaction. |
(a)(1)(i)-(viii), (xii), (a)(2)(i)-(v), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated
herein by reference:
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the “Summary Term Sheet” |
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Section 1—“Terms of the Offer” |
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Section 2—“Acceptance for Payment and Payment for Common Shares” |
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Section 3—“Procedures for Accepting the Offer and Tendering Common Shares”
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Section 4—“Withdrawal Rights” |
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Section 5—“Material United States Federal Income Tax Consequences” |
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Section 6—“Material Dutch Tax Consequences” |
