MorphoSys’ Management Board and Supervisory Board Recommend Shareholders Accept Public Takeover Offer by Novartis

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.