Genmab A/S SC TO-T/A, filed Dec 9, 2025
Genmab A/S (GMAB)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
MERUS N.V.
(Name of Subject Company)
GENMAB HOLDING II B.V.
(Name of Filing Person (Offeror))
a wholly owned subsidiary
of
GENMAB A/S
(Name of Filing Persons (Parent of Offeror))
Common Share, nominal value €0.09 per share
(Title of Class of Securities)
N5749R100
(CUSIP Number of Class of Securities)
Greg Mueller
Carl Jacobsens Vej 30
2500 Valby
Denmark
+45 70 20 27 28
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
| Clare O’Brien Derrick Lott Harald Halbhuber Allen Overy Shearman Sterling US LLP 599 Lexington Avenue New York, NY 10022 Telephone: +1 (212) 848-4000 |
Christiaan de Brauw Olivier Valk Allen Overy Shearman Sterling LLP Apollolaan 15 1077AB Amsterdam The Netherlands Telephone: +31 20 674 1000 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 to Tender Offer Statement on Schedule TO (this “Amendment No. 2”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2025, amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on October 21, 2025, by (i) Genmab A/S, a public limited liability company (Aktieselskab) organized under the laws of Denmark (“Genmab”), and (ii) 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 (as it may be amended or supplemented from time to time and together with the exhibits thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Purchaser 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 to the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set forth in the Offer to Purchase, including all schedules thereto, and the Letter of Transmittal is incorporated herein by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.
This Amendment No. 2 is being filed on behalf of Genmab and Purchaser. All capitalized terms used in this Amendment No. 2 and not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase. Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. This Amendment No. 2 should be read together with the Schedule TO.
Items 1 through 9; Item 11.
The Offer to Purchase and Items 1 (Summary Term Sheet) through 9 (Persons/Assets Retained, Employed, Compensated or Used) and Item 11 (Additional Information) of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
| 1. | The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” under the heading “What is the Governance Resolutions Condition?” and the information set forth in Section 16 — “Conditions of the Offer” of the Offer to Purchase is hereby amended and supplemented, in each case, by adding the following paragraph at the end thereof: |
On December 9, 2025, Merus advised Genmab that, at the EGM held on December 9, 2025, Merus Shareholders adopted the Back-End Transactions Resolutions, the Discharge Resolutions and the Governance Resolutions, among other things. Adoption of the Back-End Transactions Resolutions and the Governance Resolutions at the EGM has satisfied the Governance Resolutions Condition. The Offer remains conditioned upon the satisfaction or waiver (to the extent such waiver is permitted by applicable law and the terms of the Transaction Agreement) of the other Offer Conditions, including the Minimum Condition. As the Article 14b Tax Ruling was obtained prior to the EGM, the proposal related to the Back-End Articles Amendment and the Back-End Conversion and Amendment was deemed moot.
| 2. | The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” under the heading “What are the Legal Restraint Condition and the Antitrust Approvals Condition?”, the information set forth in Section 16 — “Conditions of the Offer” of the Offer to Purchase, and the information set forth in Section 17 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase under the heading “United States Antitrust Laws” is hereby amended and supplemented, in each case, by adding the following paragraph at the end thereof: |
The waiting period applicable to the Offer and the other Transactions under the HSR Act expired on November 12, 2025 at 11:59 p.m., New York City time. Accordingly, the portion of the Antitrust Approvals Condition relating to the applicable waiting period (and extensions thereof) applicable to the Offer and the other Transactions under the HSR Act has been satisfied.
| 3. | The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” under the heading “What are the Legal Restraint Condition and the Antitrust Approvals Condition?”, the information set forth in Section 16 — “Conditions of the Offer” of the Offer to Purchase, and the information set forth in Section 17 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase under the heading “Foreign Competition Law Filings” is hereby amended and supplemented, in each case, by adding the following paragraph at the end thereof: |
The most recent communication received by Genmab and Merus from the UK CMA in relation to the Transactions confirmed that the UK CMA had no further questions with respect to the Offer and the other Transactions. If this remains true as of the Expiration Time and all other Offer Conditions are satisfied as of the Expiration Time, the Antitrust Approvals Condition will be satisfied.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 9, 2025
| GENMAB HOLDING II B.V. | ||
| BY: | /s/ Jan G. J. van de Winkel | |
| Name: | Jan G. J. van de Winkel | |
| Title: | Authorized Signatory | |
| GENMAB A/S | ||
| BY: | /s/ Jan G. J. van de Winkel | |
| Name: | Jan G. J. van de Winkel | |
| Title: | President & Chief Executive Officer | |
| BY: | /s/ Anthony Pagano | |
| Name: | Anthony Pagano | |
| Title: | Executive Vice President & Chief Financial Officer | |
EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith. |