MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that the
company has entered into a delisting agreement with Novartis BidCo
AG and Novartis AG following the successful closing of the
acquisition of MorphoSys by Novartis in May 2024. Novartis BidCo
Germany AG (together with Novartis BidCo AG and Novartis AG
hereinafter collectively referred to as “Novartis”) also informed
MorphoSys of their intention to merge MorphoSys into Novartis by
initiating a squeeze-out of MorphoSys’ minority shareholders.
In April 2024, Novartis submitted a voluntary public takeover
offer for all outstanding MorphoSys no-par value bearer shares,
offering MorphoSys shareholders € 68.00 per share in cash (the
“Takeover Offer”). The acceptance period of the Takeover Offer and
the statutory two-week additional acceptance period ended on May
13, 2024, and May 30, 2024, respectively. As of June 20, 2024,
Novartis holds approximately 91.04% of the total MorphoSys share
capital, including purchases by Novartis outside of the Takeover
Offer. As a result, Novartis is the majority shareholder of
MorphoSys, making MorphoSys a Novartis company.
MorphoSys and Novartis Sign Delisting Agreement
Following the settlement of the Takeover Offer, MorphoSys and
Novartis today signed an agreement confirming that Novartis intends
to launch a public delisting purchase offer (the “Delisting Offer”)
for all outstanding MorphoSys no-par value bearer shares that are
not presently held by Novartis. Novartis will offer MorphoSys
shareholders € 68.00 per share in cash, corresponding to its
preceding Takeover Offer.
The Delisting Offer document is expected to be published by
Novartis in early July 2024 after the German Federal Financial
Supervisory Authority (“BaFin”) has approved its publication, in
accordance with the provisions of the German Securities Acquisition
and Takeover Act. Once the Delisting Offer document is published by
Novartis, a four-week (but not less than 20 U.S. business days)
offer period for MorphoSys shareholders to tender their shares will
commence.
Following publication of the Delisting Offer document, the
MorphoSys Management Board and Supervisory Board will issue a joint
reasoned statement in accordance with sec. 27 of the German
Securities Acquisition and Takeover Act. Additionally, in
accordance with U.S. securities laws, Novartis will file the
Delisting Offer document and a Tender Offer Statement on Schedule
TO, and MorphoSys will file the joint reasoned statement and a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
U.S. Securities and Exchange Commission (the “SEC”).
Following BaFin approval, the Delisting Offer document and
additional information relating to the Delisting Offer will be
published by Novartis on this website:
https://www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.
The Tender Offer Statement on Schedule TO and the
Solicitation/Recommendation Statement on Schedule 14D-9 will be
made available on the SEC’s website at www.sec.gov and under the
“SEC Filings” section of the MorphoSys website at
www.morphosys.com/en/investors.
Following the publication of the Delisting Offer document by
Novartis, MorphoSys will apply for revocation of the admission to
trading of MorphoSys shares on the regulated market of the
Frankfurt Stock Exchange. MorphoSys also intends to delist from
NASDAQ. After the delisting becomes effective, MorphoSys shares
will no longer be traded on the regulated market of the Frankfurt
Stock Exchange or on NASDAQ, and follow-up obligations from such a
public listing no longer apply. Additionally, following
deregistration with the SEC, MorphoSys will no longer be required
to file reports with the SEC. Both the delisting from the Frankfurt
Stock Exchange and the delisting from NASDAQ are expected to take
place in the third quarter of 2024.
MorphoSys and Novartis Intend to Implement a Merger
Squeeze-out of MorphoSys’ Minority Shareholders
Novartis also informed MorphoSys of their intention to merge
MorphoSys into Novartis. In this context, Novartis has proposed
entering negotiations with the MorphoSys Management Board regarding
a merger agreement.
Given Novartis holds approximately 91.04% of the total MorphoSys
share capital, Novartis is able to facilitate a squeeze-out of
MorphoSys’ minority shareholders in connection with such a merger.
Novartis will therefore seek the transfer of MorphoSys’ minority
shareholders’ shares to Novartis against an adequate cash
compensation (merger squeeze-out). The amount of the cash
compensation has not yet been determined.
It is planned that the necessary shareholders’ resolution on the
merger squeeze-out will be adopted at the MorphoSys Annual General
Meeting expected to take place in August 2024.
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
The delisting offer described in this communication (the
“Delisting Offer”) has not yet commenced. This communication is
neither an offer to purchase nor a solicitation of an offer to sell
shares of MorphoSys AG (the “Company”). The final terms and further
provisions regarding the Delisting Offer will be in the offer
document once the publication of the offer document by Novartis
BidCo AG (the “Bidder”) has been approved by the German Federal
Financial Supervisory Authority (the “BaFin”), after which the
offer document will be filed with the U.S. Securities and Exchange
Commission (the “SEC”). A solicitation and an offer to buy shares
of the Company will be made only pursuant the offer document. In
connection with the Delisting Offer, the Bidder and Novartis AG
will file a Tender Offer Statement on Schedule TO with the SEC
(together with the offer document, an Offer to Purchase including
the means to tender and other related documents, the “Delisting
Offer Documents”), the Company’s management board and supervisory
board will issue a joint reasoned statement in accordance with sec.
27 of the German Securities Acquisition and Takeover Act and the
Company will file 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 DELISTING
OFFER DOCUMENTS AND THE RECOMMENDATION STATEMENTS BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE DELISTING OFFER. The
Delisting Offer Documents and the Recommendation Statements will be
distributed to all stockholders of the Company in accordance with
German and U.S. securities laws. The Tender Offer Statement on
Schedule TO and the Solicitation/Recommendation Statement on
Schedule 14D-9 will be made 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 will be made
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 Offer to Purchase, including the means to
tender and certain other Delisting Offer Documents, as well as the
Solicitation/Recommendation Statement, 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 expect to request
no-action and exemptive relief from the SEC to conduct the
Delisting Offer in the manner described in the offer document.
Acceptance of the Delisting 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
Delisting 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 Delisting 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 expected
timetable for the consummation of the Delisting Offer and the
delisting; 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 the timing of the Delisting
Offer; uncertainties as to how many of the Company’s stockholders
will tender their stock in the Delisting Offer; the possibility
that competing offers will be made; the effects of the acquisition
of MorphoSys by Novartis AG on relationships with employees, other
business partners or governmental entities; that the Bidder and
Novartis AG may not realize the potential benefits of the
acquisition of MorphoSys by Novartis AG; transaction costs
associated with the Delisting Offer; potential operational
difficulties with integrating MorphoSys with Novartis AG; 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 to be filed
by the Company and the Tender Offer Statement on Schedule TO and
related Delisting Offer documents to be 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/20240619218783/en/
Media: 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: Dr. Julia Neugebauer Vice President, Global
Investor Relations Tel: +49 (0)89 / 899 27 179
julia.neugebauer@morphosys.com
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