Novartis offers € 68.00 per share in cash,
representing a total equity value of € 2.7 billion
Shareholders benefit from attractive premium of
94% and 142% on the volume-weighted average price during the last
month and three months before January 25, 2024, respectively
Acceptance period has commenced and will end on
May 13, 2024, at 24:00 hours CEST
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 € 68.00 per share in cash, representing a
total equity value of € 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 Übernahmegesetz, “WpÜG”), 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.
The offer document is available on the Novartis website at
www.novartis.com/investors/morphosys-acquisition.
The MorphoSys Management Board and Supervisory Board joint
reasoned statement, as well as other relevant information for
shareholders, is available on the MorphoSys website at
https://www.morphosys.com/en/investors/Novartis-TakeoverOffer.
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. To learn
more, visit us at www.morphosys.com and follow us on Twitter at X
and LinkedIn.
Additional Information and Where to Find It
This communication is neither an offer to purchase nor a
solicitation of an offer to sell shares of MorphoSys AG (the
“Company”). Following approval by the
German Federal Financial Supervisory Authority (the “BaFin”), Novartis BidCo AG (formerly known as
Novartis data42 AG) (the “Bidder”) has
published an offer document containing the final terms and further
provisions regarding the offer to purchase all outstanding Company
no-par value bearer shares, including all no-par value bearer
shares represented by American Depositary Shares, at an offer price
of € 68.00 per share in cash (the “Takeover
Offer”). The Bidder and Novartis AG have also filed with the
U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO
containing the offer document, the means to tender and other
related documents (together, the “Takeover
Offer Documents”). The Takeover Offer is being made solely
pursuant to the Takeover Offer Documents, which contain the full
terms and conditions of the Takeover Offer. The Company’s
management board and supervisory board have issued a joint reasoned
statement in accordance with sec. 27 of the German Securities
Acquisition and Takeover Act and the Company has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC (together with the joint reasoned statement, the “Recommendation Statements”). THE COMPANY’S
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TAKEOVER
OFFER DOCUMENTS AND THE RECOMMENDATION STATEMENTS, AS WELL AS OTHER
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TAKEOVER OFFER. The Tender Offer Statement
on Schedule TO and the Solicitation/Recommendation Statement on
Schedule 14D-9 are available for free at the SEC’s website at
www.sec.gov. Additional copies may be obtained for free by
contacting the Bidder or the Company. Free copies of these
materials and certain other offering documents are available on the
Company’s website in English at
morphosys.com/en/investors/Novartis-TakeoverOffer and in German at
morphosys.com/de/investoren/Novartis-TakeoverOffer, by mail to
MorphoSys AG, Semmelweisstrasse 7, 82152 Planegg, Germany or by
phone at +49 89 8992 7179.
In addition to the Takeover Offer Documents and the
Recommendation Statements, the Company files other information with
the SEC. The Company’s filings with the SEC are also available for
free to the public from commercial document-retrieval services and
at the website maintained by the SEC at www.sec.gov and are also
available free of charge under the “SEC Filings” section of the
Company’s website at www.morphosys.com/en/investors.
In order to reconcile certain areas where German law and U.S.
law conflict, Novartis AG and the Bidder obtained no action and
exemptive relief from the SEC to conduct the Takeover Offer in the
manner described in the Takeover Offer Documents.
Acceptance of the Takeover Offer by stockholders residing
outside Germany and the United States of America may be subject to
further legal requirements. With respect to the acceptance of the
Takeover Offer outside Germany and the United States, no
responsibility is assumed for the compliance with such legal
requirements applicable in the respective jurisdiction.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240411351300/en/
Media Contacts: Thomas Biegi Senior Vice President,
Corporate Affairs Tel.: +49 (0)89 / 899 27 26079 thomas.biegi@morphosys.com Eamonn Nolan Senior
Director, Corporate Communications & Investor Relations Tel: +1
617-548-9271 eamonn.nolan@morphosys.com
Investor Contacts: Dr. Julia Neugebauer Vice President,
Global Investor Relations Tel: +49 (0)89 / 899 27 179
julia.neugebauer@morphosys.com
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