Genmab A/S Tender Offer for Merus N.V. Shares

Genmab A/S, through its subsidiary Genmab Holding II B.V., has launched a tender offer to acquire all outstanding common shares of Merus N.V. for $97.00 per share in cash. This offer is part of a broader transaction agreement between the two companies. Genmab A/S, a Danish biotechnology company, and its Dutch subsidiary, Genmab Holding II B.V., are jointly filing this Schedule 13D. The acquisition is financed through a combination of senior secured notes, senior unsecured notes, a credit facility, and existing cash reserves. Following the completion of the offer and a subsequent offering period, Merus N.V. plans to terminate the listing of its common shares on The Nasdaq Stock Market and deregister its securities, thereby ceasing its SEC reporting obligations. As of December 19, 2025, Genmab A/S and its subsidiary beneficially own approximately 94.8% of Merus N.V. common shares, with the initial tender offer accepting over 71 million shares.