Ad hoc: MorphoSys Announces Launch of American Depositary Shares (ADS) Offering in the United States

2018-04-09T13:09:52 CET

Ad hoc: MorphoSys Announces Launch of American Depositary Shares (ADS) Offering in the United States

MorphoSys AG (FSE: MOR; Prime Standard Segment, TecDAX; OTC: MPSYY) announced today that it has commenced an initial public offering in the United States of up to 8,300,000 American Depositary Shares ("ADSs") pursuant to a Registration Statement on Form F-1, as amended, filed with the U.S. Securities and Exchange Commission. Furthermore, MorphoSys expects to grant the underwriters a 30-day option to purchase additional ADSs of up to 15% of the total number of ADSs placed in the offering (i.e. up to 1,245,000 additional ADSs). Each ADS will represent 1/4 of a MorphoSys ordinary share. The new ordinary shares underlying the ADSs will be issued from MorphoSys's authorized capital 2017-II, excluding pre-emptive rights of existing shareholders and representing up to 8.1% (including the underwriters' option to purchase additional ADSs) of the registered share capital of MorphoSys prior to the consummation of the offering.

The final price of the offered ADSs will be determined largely on the basis of the XETRA closing price of MorphoSys's shares on the Frankfurt Stock Exchange on the pricing date (expected for the week of April 16, 2018) translated into U.S. dollars at the then prevailing exchange rate and using an ADS to share ratio of four to one. Application has been made to list the ADSs on the Nasdaq Global Market in the United States under the ticker symbol "MOR".

Within the United States of America, the securities referred to in this release are to be offered only by means of a prospectus. A copy of the preliminary prospectus can be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 1-212-902-9316 or by e-mailing Prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-866-803-9204; Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at 1-800-808-7525, ext. 6132, or by e-mailing syndicate@leerink.com.

A Registration Statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective.

END OF AD-HOC RELEASE