This Schedule 14D-9C consists of the following documents related to
the proposed acquisition of Merus N.V., a Dutch public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (“Merus”), pursuant to the Transaction Agreement, dated as of
September 29, 2025, with Genmab A/S, a public limited liability company (Aktieselskab) organized under the Laws of Denmark (“Parent”) 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 Parent (“Purchaser”).
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Frequently Asked Questions for Employees, dated October 3, 2025 (Exhibit 99.1) |
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Corrected Frequently Asked Questions for Investors, dated October 3, 2025 (Exhibit 99.2)
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Additional Information and Where to Find It
The tender offer for Merus’ outstanding common shares referenced herein has not commenced. This communication is not an offer to buy or a solicitation of
an offer to sell any securities of Merus. The offer to buy common shares of Merus will only be made pursuant to a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent
intends to cause its acquisition subsidiary, Purchaser, to file with the SEC. In addition, Merus will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender
offer. Merus will also file with the SEC a proxy statement on Schedule 14A in connection with an extraordinary general meeting of shareholders of Merus, at which Merus shareholders will vote on certain proposed resolutions in connection with the
proposed transactions, and will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the extraordinary general meeting. Once filed, investors will be able to obtain a free copy of these materials and other
documents filed by Parent, Purchaser and Merus with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Merus on Merus’s website at
https://merus.nl/.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL, THE SOLICITATION/RECOMMENDATION STATEMENT AND THE PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE PROPOSED TRANSACTIONS THAT ARE FILED WITH
THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER OR MAKING ANY VOTING DECISION BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE TENDER OFFER AND THE PROPOSED TRANSACTIONS.
Participants in the Solicitation
Merus and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies
from its shareholders in connection with the proposed transactions. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Merus’s shareholders in connection with the
proposed transactions will be set forth in Merus’s definitive proxy statement for its extraordinary general meeting at which certain matters relating to the proposed transactions will be submitted for approval by Merus’s shareholders.
You may also find additional information about Merus’s directors and executive officers in Merus’s Annual Report on Form 10-K for the year ended December 31, 2024 which was filed with the SEC
on February 27, 2025 (as amended) and Merus’s Definitive Proxy Statement for its 2025 annual general meeting of shareholders, which was filed with the SEC on April 24, 2025.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that are not a description of historical facts are forward-looking statements. Words or phrases
such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,”
“should,” “would” or similar expressions are intended to identify
