MorphoSys AG (Frankfurt Stock Exchange: MOR; Prime Standard Segment, TecDAX; OTC: MPSYY) today announced the launch of a private placement of up to 2,622,088 new shares to institutional investors in Europe and North America via an accelerated book building transaction.
MorphoSys will offer up to 2,622,088 new shares from authorized capital, or up to approximately 9.9% of the registered share capital, to qualified and other eligible investors. The new shares will be issued excluding pre-emptive rights and are scheduled to be admitted to listing on the Frankfurt Stock Exchange following their issuance. Book building will commence immediately. It is anticipated that books will close tomorrow, although the bookrunners reserve the right to close the books at any time. In connection with the placement, BVF Partners, L.P. and affiliates, a San Francisco-based specialist biotech investor intends to place an order for approx. 1.2 million shares. MorphoSys will be subject to a customary lock-up of 90 days.
MorphoSys plans to use the net proceeds from the transaction in particular to:
- Fund the further clinical development of MOR208, the Company's wholly owned investigational anti-CD19 antibody, which is currently in two phase 2 combination studies in diffuse large B-cell lymphoma (DLBCL), one of which is expected to be transitioned into a pivotal phase 3 study next year. In addition, it is intended to start an additional phase 2 combination study with MOR208 in chronic lymphocytic leukemia (CLL);
- Fund the further clinical development of MorphoSys's wholly owned program MOR202, an anti-CD38 antibody currently in a phase 1/2a clinical trial in multiple myeloma;
- Advance MorphoSys's co-development programs MOR106, an anti-IL-17C antibody jointly developed together with Galapagos currently in a phase 1 clinical trial in atopic dermatitis, as well as MOR209, a bi-specific antibody targeting PSMA and CD3, jointly developed together with Aptevo Therapeutics (formerly Emergent BioSolutions) in castration-resistant prostate cancer
- Start clinical development of MOR107, a constrained peptide with potential in fibrotic diseases developed by Lanthio Pharma, a wholly owned subsidiary of MorphoSys
- Initiate, advance and/or accelerate the development of other proprietary programs, including advancing of pre-clinical or clinical stage assets into later stages of clinical development prior to licensing;
- Fund potential in-licensing of oncology product candidates and/or acquisition/in-licensing of additional technologies.
Deutsche Bank and J.P. Morgan will act as Joint Bookrunners for the offering.
END OF AD HOC ANNOUNCEMENT
This press release is for information only and does not constitute an offer to sell, purchase, exchange or transfer any securities or a solicitation of any such offer in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Neither MorphoSys AG (the "Seller") nor any other participant in the transaction described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposals described in this announcement.
Deutsche Bank AG and J.P. Morgan Securities plc are acting solely for the Seller and no one else and will not be responsible for providing the protections afforded to customers of Deutsche Bank AG and J.P. Morgan Securities plc nor for providing advice in relation to the transaction.
The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction.
No action has been taken by the Seller or Deutsche Bank AG and J.P. Morgan Securities plc or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
In member states of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Seller or Deutsche Bank AG and J.P. Morgan Securities plc of a prospectus pursuant to Article 3 of the Prospectus Directive. The Seller and Deutsche Bank AG and J.P. Morgan Securities plc and any of their affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
MorphoSys developed HuCAL, the most successful antibody library technology in the pharmaceutical industry. By successfully applying this and other patented technologies, MorphoSys has become a leader in the field of therapeutic antibodies, one of the fastest-growing drug classes in human healthcare.
Together with its pharmaceutical partners, MorphoSys has built a therapeutic pipeline of more than 100 human antibody drug candidates for the treatment of cancer, rheumatoid arthritis, and Alzheimer's disease, to name just a few. With its ongoing commitment to new antibody technology and drug development, MorphoSys is focused on making the healthcare products of tomorrow. MorphoSys is listed on the Frankfurt Stock Exchange under the symbol MOR. For regular updates about MorphoSys, visit http://www.morphosys.com.
HuCAL®, HuCAL GOLD®, HuCAL PLATINUM®, CysDisplay®, RapMAT®, arYla®, Ylanthia®, 100 billion high potentials®, Slonomics®, Lanthio Pharma® and LanthioPep® are registered trademarks of the MorphoSys Group.
This communication contains certain forward-looking statements concerning the MorphoSys group of companies. The forward-looking statements contained herein represent the judgment of MorphoSys as of the date of this release and involve risks and uncertainties. Should actual conditions differ from the Company's assumptions, actual results and actions may differ from those anticipated. MorphoSys does not intend to update any of these forward-looking statements as far as the wording of the relevant press release is concerned.
For more information, please contact:
Head of Corporate Communications & IR
Associate Director Corporate Communications & IR
Senior Manager Corporate Communications & IR
Tel: +49 (0) 89 / 899 27-404