Munich, Germany - The Management Board and Supervisory Board of MorphoSys AG (FSE: MOR; NASDAQ: MOR) today issued a joint reasoned statement on the voluntary public takeover offer by Novartis BidCo AG, a wholly owned indirect subsidiary of Novartis AG (hereinafter collectively referred to as 'Novartis'), recommending that shareholders accept the offer and tender their MorphoSys shares.
Novartis offers MorphoSys shareholders EUR 68.00 per share in cash, representing a total equity value of EUR 2.7 billion (the 'Takeover Offer'). The offer price corresponds to a premium of 94% and 142% on the volume-weighted average price during the last month and three months, respectively, as of the unaffected January 25, 2024, closing price.
'The proposed acquisition by Novartis is in the best interest of MorphoSys, our shareholders and cancer patients - helping to accelerate commercial and development opportunities across our promising oncology pipeline,' said Jean-Paul Kress, M.D., Chief Executive Officer of MorphoSys. 'The offer made by Novartis provides MorphoSys shareholders with an opportunity to realize significant value upfront and with certainty. After conducting a thorough assessment of the offer document, we unanimously conclude that the offer, including the offer price, is highly attractive and equitable. We recommend our shareholders accept this offer.'
Pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Ubernahmegesetz, 'WpUG'), the MorphoSys Management Board and Supervisory Board have carefully reviewed the offer document with the support of their financial and legal advisors, accounting for different stakeholder interests as well as potential alternative strategies. The acceptance period has commenced with the publication of the offer document on April 11, 2024, and will end on May 13, 2024, at 24:00 hours CEST and 18:00 hours EDT (also on May 13, 2024).
MorphoSys and Novartis maintain their expectation that the closing of the Takeover Offer will take place in the first half of 2024. The Takeover Offer requires a minimum acceptance threshold of 65% of MorphoSys' share capital, among other customary closing conditions. All mandatory antitrust approvals for the proposed acquisition have been obtained. MorphoSys and Novartis have agreed to delist MorphoSys shares in Germany and in the U.S. immediately after the public takeover offer has been settled.
A takeover offer hotline for shareholders established by Novartis is available Monday to Friday between 9:00 - 18:00 hours CEST under +49 89 3803 8187 (for German callers) and +44 20 3005 6716 (for international callers). In addition, a takeover offer hotline for ADS holders established by Novartis is available Monday to Friday between 9:00 - 23:00 hours EDT, and Saturday between 12:00 - 18:00 hours EDT under +1 (866) 356-7344 (for U.S. callers) and +1 (781) 236-4704 (for callers outside the U.S.).
About MorphoSys
At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts.
Forward Looking Statements
This communication contains certain forward-looking statements concerning the Company, the Bidder and the Takeover Offer 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, the Company's forward-looking statements include statements about the parties' ability to satisfy the conditions to the consummation of the Takeover Offer; statements about the expected timetable for the consummation of the Takeover Offer; the Company's plans, objectives, expectations and intentions and the financial condition, results of operations and business of the Company and Novartis AG.
The forward-looking statements contained in this communication represent the judgment of the Company 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 the Company, 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 the Company's 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: uncertainties as to how many of the Company's stockholders will tender their stock in the Takeover Offer; the possibility that competing offers will be made; the possibility that various conditions for the Takeover Offer may not be satisfied or waived; the effects of the Takeover Offer on relationships with employees, other business partners or governmental entities; that the Bidder and Novartis AG may not realize the potential benefits of the Takeover Offer; transaction costs associated with the Takeover Offer; that the Company's expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; the Company's reliance on collaborations with third parties; estimating the commercial potential of the Company's development programs and other risks indicated in the risk factors included in the Company's filings with the SEC, including the Company's Annual Report on Form 20-F, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company and the Tender Offer Statement on Schedule TO and related Takeover Offer Documents filed by the Bidder and Novartis AG. 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. The Company and the Bidder expressly disclaim 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.
Contact:
Thomas Biegi
Tel: +49 (0)89 899 27 26079
Email: thomas.biegi@morphosys.com
Dr. Julia Neugebauer
Tel: +49 (0)89 899 27 179
Email: julia.neugebauer@morphosys.com
Eamonn Nolan
Tel: +1 617-548-9271
Email: eamonn.nolan@morphosys.com
NOVARTIS AG 
