Acquisition of MorphoSys by Novartis Closed

Public Takeover Offer by Novartis:

On February 5, 2024, MorphoSys entered into a Business Combination Agreement with Novartis BidCo AG (formerly known as Novartis data42 AG) and Novartis AG (hereinafter collectively referred to as “Novartis”) based on the intention of Novartis to submit a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares. Novartis offered MorphoSys shareholders  
€ 68.00 per share in cash, representing a total equity value of € 2.7 billion (the “Takeover Offer”).

On April 11, 2024, Novartis submitted its Takeover Offer to MorphoSys shareholders. The acceptance period of the Takeover Offer ended on May 13, 2024. The settlement of the shares tendered during the acceptance period and the change of control occurred on May 23, 2024. The statutory two-week additional acceptance period ended on May 30, 2024. The settlement of the shares tendered during the additional acceptance period occurred on June 10, 2024.

Delisting Purchase Offer by Novartis:

On June 20, 2024, MorphoSys and Novartis signed a delisting agreement confirming that Novartis will launch a public delisting purchase offer (the “Delisting Offer”) for all outstanding MorphoSys no-par value bearer shares that are not presently held by Novartis. Novartis offered MorphoSys shareholders € 68.00 per share in cash.

On July 4, 2024, Novartis published its Delisting Offer document following approval by the German Federal Financial Supervisory Authority (“BaFin”). The acceptance period of the Delisting Offer ended on August 2, 2024.  

On August 5, 2024, MorphoSys completed the voluntary delisting of its shares from the Frankfurt Stock Exchange and its American Depositary Shares (“ADSs”) from Nasdaq Global Market (“Nasdaq”). Effective at the end of the day on August 2, 2024, MorphoSys’ shares were no longer posted for trading on the Frankfurt Stock Exchange, and, effective prior to market open on August 5, 2024, MorphoSys’ ADSs were no longer traded on Nasdaq. Follow-up obligations from such a public listing of MorphoSys’ shares and ADSs no longer apply. Additionally, following the deregistration with the U.S. Securities and Exchange Commission (the “SEC”), MorphoSys will no longer be required to file reports with the SEC.  

Merger Squeeze-out:

On June 20, 2024, MorphoSys announced that Novartis BidCo Germany AG (hereinafter also referred to as “Novartis”), an indirect 100% subsidiary of Novartis, also informed MorphoSys of its intention to merge MorphoSys into Novartis. In this context, Novartis proposed entering negotiations with the MorphoSys Management Board regarding a merger agreement. The parties concluded and notarized this merger agreement on July 19, 2024.  

As Novartis  holds over 90% of MorphoSys’ total share capital, Novartis can facilitate a squeeze-out of MorphoSys’ minority shareholders in connection with the merger. To this end, on July 12, 2024, Novartis submitted a specified request (konkretisiertes Verlangen) to the MorphoSys Management Board to convene the MorphoSys Annual General Meeting to resolve this topic. 

At the MorphoSys 2024 Annual General Meeting on August 27, 2024, a resolution on transferring MorphoSys’ minority shareholder shares to Novartis against a cash compensation of € 68.00 per share was approved. The merger squeeze-out will become effective once the transfer resolution and merger have been registered in the commercial register of MorphoSys, and the merger has also been registered in the commercial register of Novartis.  

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Forward-Looking Statements 

This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the merger squeeze-out that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. In this communication, MorphoSys’ forward-looking statements include statements about the consummation of the merger squeeze-out; MorphoSys’ plans, objectives, expectations and intentions; and the financial condition, results of operations and business of MorphoSys and Novartis AG.

The forward-looking statements contained in this communication represent the judgment of MorphoSys as of the date of this communication and involve known and unknown risks and uncertainties, which might cause the actual results, financial condition and liquidity, performance or achievements of MorphoSys, or industry results, to be materially different from any historic or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements. In addition, even if MorphoSys’ results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: MorphoSys’ ability to file a Form 15 and the timing of such filing; the timing of effectiveness of the Form 15; the effects of the acquisition of MorphoSys by Novartis AG on relationships with employees, other business partners or governmental entities; that Novartis BidCo AG and Novartis AG may not realize the potential benefits of the acquisition of MorphoSys by Novartis AG; potential operational difficulties with integrating MorphoSys with Novartis AG; that MorphoSys’ expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; MorphoSys’ reliance on collaborations with third parties; estimating the commercial potential of MorphoSys’ development programs; and other risks indicated in the risk factors included in MorphoSys’ filings with the SEC, including MorphoSys’ Annual Report on Form 20-F. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this communication. MorphoSys expressly disclaims any obligation to update any such forward-looking statements in this communication to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements, unless specifically required by law or regulation.