Acquisition of MorphoSys by Novartis Closed

Business Combination Agreement:

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”).  

Takeover Offer Results and Next Steps:

The acceptance period of the Takeover Offer ended on May 13, 2024. The statutory two-week additional acceptance period ended on May 30, 2024.

During the acceptance period and the additional acceptance period, the Takeover Offer was accepted by approximately 89.5% of the total share capital of MorphoSys, including purchases by Novartis outside of the Takeover Offer for approximately 11.6% of the share capital.  

The settlement of the shares tendered during the acceptance period and the change of control occurred on May 23, 2024. As a result, Novartis became the majority shareholder of MorphoSys, making MorphoSys a part of Novartis. The settlement of the shares tendered during the additional acceptance period is expected to occur on June 10, 2024.  

Novartis continues to progress the workstreams for implementation of both a delisting of MorphoSys and a domination and profit and loss transfer agreement with MorphoSys. 

Public Communications:  

Retail Shareholder Frequently Asked Questions:

1.   When will I receive the money for my shares tendered during the additional acceptance period? 

  • The settlement of the shares tendered during the acceptance period is expected to occur on June 10, 2024.
  • Following the settlement, it will be the responsibility of the custodian banks to credit the offer price to the relevant shareholder without undue delay. Shareholders should contact their custodian bank with any questions. 

2.    What happens if I did not tender my shares into the Takeover Offer?

  • Shareholders who decided not to tender their shares into the Takeover Offer remain MorphoSys shareholders.  
  • Novartis continues to progress the workstream for implementation of a delisting of MorphoSys, which will further reduce the liquidity of MorphoSys shares.