MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market
12 Julho 2024 - 5:59PM
Business Wire
MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that it has
formally notified the Nasdaq Stock Market of its intention to
voluntarily delist its American Depositary Shares (“ADSs”) from the
Nasdaq Global Market and to deregister the ADSs under Section 12(b)
of the Securities Exchange Act of 1934 (the “Exchange Act”).
MorphoSys currently anticipates that it will file with the
Securities and Exchange Commission (the “SEC”) a Form 25,
Notification of Removal of Listing and/or Registration Under
Section 12(b) of the Exchange Act, relating to the delisting and
deregistration on or about July 25, 2024, with the delisting of the
ADSs taking effect no earlier than ten days thereafter. As a
result, MorphoSys expects that the last trading day on Nasdaq will
be on or about August 2, 2024.
Following the delisting, any trading in MorphoSys’ ADSs would
occur only in privately negotiated sales and potentially on an
over-the-counter market if a broker makes a market in the ADSs.
There is no guarantee, however, that a broker will make such a
market or that trading of the ADSs will continue on an
over-the-counter market or otherwise.
The Supervisory Board of MorphoSys authorized the delisting of
the ADSs as required by the delisting agreement signed by
MorphoSys, Novartis BidCo AG and Novartis AG (hereinafter
collectively referred to as “Novartis”). On July 4, 2024, Novartis
launched its public delisting purchase offer for all outstanding
no-par value bearer shares of MorphoSys.
In addition, Novartis has informed MorphoSys of its intention to
merge MorphoSys into Novartis (the “Merger Squeeze-out”). The
conclusion and notarization of the merger agreement between
MorphoSys AG and Novartis BidCo Germany AG will take place shortly.
The effectiveness of the merger squeeze-out is still subject to
approval by the MorphoSys AG Annual General Meeting and the
registration of both the transfer resolution and the merger in the
commercial register at the seat of MorphoSys AG, as well as the
registration of the merger in the commercial register at the seat
of Novartis BidCo Germany AG.
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.
Forward-Looking Statements
This communication contains certain forward-looking statements
concerning MorphoSys, Novartis 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, MorphoSys’ forward-looking
statements include statements about the expected timetable for the
consummation of the Delisting Offer and the delisting; MorphoSys’
plans, objectives, expectations and intentions; and the financial
condition, results of operations and business of MorphoSys and
Novartis AG.
The forward-looking statements contained in this communication
represent the judgment of MorphoSys 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 MorphoSys,
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 MorphoSys’ 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: MorphoSys’ ability to file a Form 25 and the timing of such
filing; the last trading day of the ADSs on the Nasdaq Global
Market; MorphoSys’ ability to file a Form 15 and the timing of such
filing; the timing of effectiveness of the Form 15; the effects of
the acquisition of MorphoSys by Novartis AG on relationships with
employees, other business partners or governmental entities; that
Novartis BidCo AG and Novartis AG may not realize the potential
benefits of the acquisition of MorphoSys by Novartis AG; potential
operational difficulties with integrating MorphoSys with Novartis
AG; that MorphoSys’ expectations may be incorrect; the inherent
uncertainties associated with competitive developments, clinical
trial and product development activities and regulatory approval
requirements; MorphoSys’ reliance on collaborations with third
parties; estimating the commercial potential of MorphoSys’
development programs; and other risks indicated in the risk factors
included in MorphoSys’ filings with the SEC, including MorphoSys’
Annual Report on Form 20-F. 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. MorphoSys’ expressly
disclaims 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/20240712469608/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
MorphoSys (NASDAQ:MOR)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
MorphoSys (NASDAQ:MOR)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024