Morphosys: Setzen auf marktreife Partnerprojekte und dicke Meilensteine (Seite 12)

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https://www.sec.gov/Archives/edgar/data/1340243/000119312524…

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TRANSACTION HISTORY AND PAST CONTACTS WITH NOVARTIS AG



10.1
Transaction History

The following chronology summarizes the key meetings and events that led to the signing of the Business Combination Agreement. The chronology does not purport to catalogue every interaction of or among

members of the Management Board and the Executive Committee, members of the Supervisory Board, other representatives of MorphoSys, Novartis AG’s representatives and other parties and their representatives.

The Management Board and the Supervisory Board regularly review MorphoSys’ performance, growth prospects and overall strategic direction and evaluate potential opportunities to strengthen MorphoSys’ business and enhance value for its stockholders, in particular with a view on the business, competitive, regulatory, financing and economic environment and developments in the industry in which MorphoSys is active. These reviews have included discussions as to whether MorphoSys should continue to execute on its strategy as a stand-alone company, pursue various partnerships, collaborations, acquisitions or licensing arrangements, seek to improve its capital structure or pursue a sale of the entire company or part of the company. To that end, among other things, MorphoSys has established the Executive Committee which is responsible for, among other things, the development of the strategy and the operational management of MorphoSys. The Executive Committee prepares the decisions for the Management Board`s resolutions and adopts resolutions jointly with the Management Board, provided such resolutions do not fall within the sole responsibility of the Management Board by law or by resolution of the Supervisory Board. The Executive Committee consists of the members of the Management Board and other senior executives from MorphoSys’ core areas of responsibility. Executive Committee members regularly meet with pharmaceutical and other biotechnology companies regarding a variety of potential partnerships, licensing arrangements, joint ventures, collaborations and other strategic transactions, including entering into collaboration and license agreements with Novartis AG for certain MorphoSys programs in 2007, a partnership with Incyte Corporation (“Incyte”) for tafasitamab, a humanized Fc-modified CD19 targeting immunotherapy, which MorphoSys licensed to Incyte in 2020, and the acquisition by MorphoSys of Constellation Pharmaceuticals, Inc., including Constellation Pharmaceuticals, Inc.’s lead asset pelabresib, an investigational selective small molecule BET inhibitor being evaluated for the treatment of myelofibrosis.

In March 2023, in connection with exploratory discussions regarding a potential licensing transaction involving tulmimetostat, an investigational next-generation selective dual inhibitor of EZH2 and EZH1, MorphoSys entered into a confidentiality agreement with a global pharmaceutical company (“Company A”) contemplating the exchange of information related to tulmimetostat and other MorphoSys programs. The confidentiality agreement did not contain a standstill provision, i.e., no obligation of Company A to refrain from acquiring any MorphoSys Shares. Company A had previously engaged in discussions with MorphoSys regarding potential collaborations or licensing opportunities involving Company A and MorphoSys programs, but MorphoSys and Company A had not previously entered into any related transaction.

On 7 June 2023, representatives of Company A met with representatives of MorphoSys, including Dr. Samuel White, Chief of Staff and Vice President of Corporate Strategic Planning (“Dr. White”), at the 2023 BIO International Convention and reiterated Company A’s interest in a potential licensing transaction involving tulmimetostat.

Also on 7 June 2023, representatives of Novartis AG met with representatives of MorphoSys, including Dr. White, at the 2023 BIO International Convention in Boston, United States, in connection with ordinary course business development discussions regarding potential strategic opportunities. During this meeting, representatives of Novartis AG and MorphoSys discussed pelabresib. MorphoSys had previously entered into multiple collaboration and license agreements with Novartis AG for certain MorphoSys programs beginning in 2004, and Novartis AG had engaged in discussions with MorphoSys in connection with



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evaluating a potential partnership for tafasitamab prior to MorphoSys licensing tafasitamab to Incyte in 2020. Novartis AG did not make a proposal to MorphoSys with respect to any transaction during this meeting.

Beginning on 28 July 2023, MorphoSys shared limited non-public diligence information regarding tulmimetostat with Company A.

On 28 August 2023, Dr. Susanne Kreutz, Novartis AG’s Global Head of Corporate and Business Development (“Dr. Kreutz”), contacted Dr. Barbara Krebs-Pohl, MorphoSys’ Chief Business Officer (“Dr. Krebs-Pohl”), and expressed Novartis AG’s interest in exploring potential strategic opportunities involving pelabresib. Novartis AG did not make a proposal to MorphoSys with respect to any transaction during this interaction.

On 15 September 2023, Dr. Krebs-Pohl spoke with Dr. Aharon Gal, Novartis AG’s Chief Strategy & Growth Officer (“Dr. Gal”), who reiterated Novartis AG’s interest in a potential strategic transaction involving pelabresib. Dr. Gal and Dr. Krebs-Pohl discussed the timing of a potential transaction in relation to the timing of the upcoming announcement of data from MorphoSys’ Phase 3 MANIFEST-2 study investigating pelabresib in combination with the JAK inhibitor ruxolitinib for the treatment of myelofibrosis (the “MANIFEST-2 Study”), which was expected to be announced later that year. Dr. Gal conveyed that Novartis AG would follow up with MorphoSys regarding a potential transaction after the MANIFEST-2 Study data was announced.

On 19 September 2023, in connection with ordinary course business development discussions regarding potential strategic opportunities, a representative of a global pharmaceutical company (“Company B”) contacted Dr. White and expressed an interest in learning more about pelabresib and MorphoSys’ therapeutic programs. Company B had also previously engaged in discussions with MorphoSys in connection with evaluating a potential partnership for tafasitamab prior to MorphoSys licensing tafasitamab to Incyte in 2020.

On 31 October 2023, in connection with further business development discussions regarding potential strategic opportunities, MorphoSys entered into a confidentiality agreement with Company B contemplating the exchange of information regarding MorphoSys’ therapeutic programs. The confidentiality agreement contained a standstill provision which terminated upon entry into the Business Combination Agreement.

On 8 November 2023, representatives of Company A met with representatives of MorphoSys, including Dr. White, at the BIO-Europe 2023 conference in Munich, Germany and expressed continued interest in discussing a potential licensing transaction involving tulmimetostat as well as interest in exploring a potential strategic transaction involving pelabresib, but Company A did not make a proposal to MorphoSys with respect to any transaction at this meeting.

On 13 November 2023, the Supervisory Board held a regularly-scheduled meeting, attended by the Management Board, certain other Executive Committee members, representatives of Centerview and Skadden. From time to time, MorphoSys consulted Centerview regarding strategic advisory matters. Among other matters, the Management Board and the Supervisory Board as well as Executive Committee members discussed strategies for addressing MorphoSys’ long-term capital needs following the anticipated data announcement from the MANIFEST-2 Study, including through an equity financing or other strategic transaction. Representatives of Centerview discussed with the Management Board and the Supervisory Board the current biopharma industry landscape, specifically as it related to oncology, including the possibility that other companies would engage with MorphoSys following announcement of data from the MANIFEST-2 Study.

On 15 November 2023, a representative of Company B met with Dr. White and expressed interest in exploring a potential strategic transaction with MorphoSys. The representative of Company B suggested that Company B’s interest could be broader than just pelabresib, including a transaction involving multiple MorphoSys programs. Following this meeting, Company B submitted a list of diligence questions to MorphoSys regarding MorphoSys’ clinical programs, including tafasitamab and pelabresib.



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On 20 November 2023, MorphoSys announced positive topline data from the MANIFEST-2 Study and announced that detailed data would be presented at the American Society of Hematology’s 65th Annual Meeting in New Orleans, United States (the “ASH Annual Meeting”).

On 27 November 2023, MorphoSys and Novartis AG entered into a confidentiality agreement contemplating the exchange of information related to MorphoSys’ programs, including pelabresib, in connection with evaluating a potential strategic transaction. The confidentiality agreement did not contain a standstill provision.

On 9 December 2023, representatives of MorphoSys, including Dr. Krebs-Pohl and Dr. White, met with representatives of Novartis AG at the ASH Annual Meeting to discuss pelabresib and the data from the MANIFEST-2 Study to be presented the following day.

On 10 December 2023, MorphoSys presented the positive topline data from the MANIFEST-2 Study at the ASH Annual Meeting.

Later on 10 December 2023, representatives of MorphoSys, including Dr. Krebs-Pohl and Dr. White, met with representatives of Company B at the ASH Annual Meeting to discuss the data from the MANIFEST-2 Study. Representatives of MorphoSys presented non-public materials regarding pelabresib.

On 11 December 2023, representatives of MorphoSys, including Dr. Krebs-Pohl and Dr. White, met with representatives of Company A at the ASH Annual Meeting and discussed potential strategic opportunities. Representatives of Company A again expressed interest in exploring a potential strategic transaction with MorphoSys involving pelabresib but did not make a proposal to MorphoSys with respect to any transaction.

On 12 December 2023, a representative of Company B contacted Dr. White and conveyed that Company B was interested in exploring an acquisition of MorphoSys but that any potential offer would be subject to Company B’s review of diligence information regarding MorphoSys’ clinical programs. Company B did not make a proposal to MorphoSys with respect to any transaction at this meeting.

On 18 December 2023, representatives of MorphoSys, including Dr. White, spoke with representatives of Company B and further discussed a potential acquisition of MorphoSys by Company B. Representatives of Company B reiterated Company B’s interest in reviewing initial diligence information regarding MorphoSys’ clinical programs, and representatives of Company B and MorphoSys discussed the first diligence information that MorphoSys would provide and the timing of Company B’s review. Company B did not make a proposal to MorphoSys with respect to any transaction at this meeting.

On 20 December 2023, the Chief Executive Officer of a global pharmaceutical company (“Company C”) contacted Dr. Jean-Paul Kress, the Chief Executive Officer of MorphoSys (“Dr. Kress”), and informed Dr. Kress that Company C would be making a proposal to acquire MorphoSys with the goal of announcing the takeover prior to 8 January 2024, which was the commencement date for the J.P. Morgan 42nd Annual Healthcare Conference in San Francisco, United States (the “JPM Healthcare Conference”). Following the call, Company C submitted to MorphoSys a written non-binding proposal to acquire all MorphoSys Shares at a price of EUR 50.97 per MorphoSys Share, or USD 14.00 per MorphoSys ADS, in cash (the “20 December Company C Proposal”), subject to Company C’s further diligence. The 20 December Company C Proposal contemplated completing diligence and entering into a transaction agreement within a two (2)-week time period. MorphoSys and Company C had previously collaborated on a certain MorphoSys program, but Company C had not expressed interest in acquiring MorphoSys prior to the 20 December Company C Proposal.

On 21 December 2023, the Supervisory Board held a meeting, attended by the Management Board, certain other Executive Committee members and representatives of Centerview and Skadden, to discuss the 20 December Company C Proposal and other potential strategic opportunities. A representative of Skadden explained legal considerations in connection with the receipt of the 20 December Company C Proposal. A representative of Centerview shared their view of the 20 December Company C Proposal and



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discussed the possibility that other parties could be interested in a potential transaction based on previous interactions or market position, including Novartis AG, Company B and two other global pharmaceutical companies. The Management Board and the Supervisory Board determined that other parties were unlikely to be in a position to make proposals before 8 January 2024, Company C’s stated timeline for announcing a transaction, and that other parties would be more likely to engage later in January, when the Company expected to be able to share additional internal data from the MANIFEST-2 Study with potentially interested counterparties. The Management Board and the Supervisory Board discussed with Centerview the risk that requesting that other potential counterparties make transaction proposals and execute a definitive agreement on Company C’s suggested timeline could cause otherwise-interested parties to disengage. The Management Board and the Supervisory Board considered options for responding to the 20 December Company C Proposal, including delaying a transaction with Company C until after the upcoming JPM Healthcare Conference to facilitate a larger process with additional participants or using Company C’s desire to announce a transaction prior to the JPM Healthcare Conference to ask Company C for an increase in the offer consideration. The Management Board and the Supervisory Board reasoned that MorphoSys could continue discussions with Company C regarding a near-term acquisition and optimize a proposal while preserving the ability to later engage with additional counterparties if discussions with Company C did result in acceptable transaction terms. The Management Board and the Supervisory Board concluded their discussion by determining that Dr. Kress and representatives of Centerview should message to Company C and Company C’s financial advisor that MorphoSys would be prepared to work with Company C on its desired timeline, with the understanding that Company C would need to increase its offer in order for MorphoSys to consider entering into a transaction prior to the JPM Healthcare Conference.

Following the Supervisory Board meeting on 21 December 2023, Dr. Kress contacted the Chief Executive Officer of Company C and conveyed that MorphoSys was willing to discuss a potential transaction, but that the consideration would have to be higher than the 20 December Company C Proposal for MorphoSys to consider entering into a transaction prior to the JPM Healthcare Conference. Also on 21 December 2023, a representative of Centerview spoke with a representative of Company C’s financial advisor, and, consistent with the decisions and directions of the Management Board and the Supervisory Board, conveyed the same message. The representative of Company C’s financial advisor stated that Company C would provide an updated offer and reiterated that Company C was interested in finalizing and announcing the transaction prior to the JPM Healthcare Conference.

Also on 21 December 2023, MorphoSys began sharing limited non-public diligence information with certain representatives of Company B regarding MorphoSys’ clinical programs and certain corporate matters.

On 22 December 2023, a representative of Company C’s financial advisor communicated to a representative of Centerview a verbal offer for Company C to acquire all MorphoSys Shares with the same upfront consideration payable at closing of EUR 50.97 per MorphoSys Share in cash as contained in the 20 December Company C Proposal, but with an additional earn-out payment equal in value to USD 2 per MorphoSys ADS (corresponding to approximately EUR 7.26 per MorphoSys Share) payable only upon FDA approval of pelabresib (the “22 December Company C Proposal”). The representative of Centerview conveyed to the representative of Company C’s financial advisor that they could bring the 22 December Company C Proposal to MorphoSys, but that, based on prior discussions with MorphoSys, the representative of Centerview believed that Company C would likely have to further increase the consideration offered in order for MorphoSys to consider an acquisition by Company C prior to the JPM Healthcare Conference. In response, the representative of Company C’s financial advisor explained that Company C wished to conduct additional non-public regulatory and clinical diligence prior to making a revised proposal, but that, depending on the outcome of this diligence, Company C had the ability to slightly increase the upfront amount payable at closing offered in the 22 December Company C Proposal and could more significantly increase the amount of the earn-out component offered in the 22 December Company C Proposal. The representative of Centerview offered to discuss with MorphoSys whether



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MorphoSys would be willing to grant Company C access to one (1) week of regulatory and clinical diligence, with the understanding that following such diligence review, Company C would then make an offer at its best price.

Later on 22 December 2023, Company C’s Chief Executive Officer contacted Dr. Kress and verbally communicated the 22 December Company C Proposal, but emphasized that Company C’s offer would ultimately depend on further diligence and that Company C could potentially increase the amount of the earn-out component of the offer. Company C’s CEO also emphasized that Company C would work quickly towards a final offer to acquire MorphoSys but that timing would ultimately depend on their ability to complete diligence.

Also on 22 December 2023, after receiving the 22 December Company C Proposal, Dr. Krebs-Pohl spoke with Dr. Kreutz about planning a meeting between Dr. Kress and Dr. Vasant Narasimhan, Novartis AG’s Chief Executive Officer (“Dr. Narasimhan”), at the JPM Healthcare Conference to discuss a potential strategic transaction. In response to a question from Dr. Kreutz, Dr. Krebs-Pohl expressed that Novartis AG may miss the opportunity to engage with MorphoSys if Novartis AG waited until the JPM Healthcare Conference to advance discussions regarding a potential strategic transaction. Dr. Kreutz indicated that Novartis AG would be interested in discussing an acquisition of MorphoSys and that Novartis AG could move quickly if MorphoSys was already assessing other opportunities that could be announced at or prior to the JPM Healthcare Conference. In response to a question from Dr. Kreutz, Dr. Krebs-Pohl indicated that MorphoSys expected to receive a draft of a transaction agreement from a third-party in the near future.

Later on 22 December 2023, at the direction of certain Executive Committee members, a representative of Centerview contacted Dr. Kreutz and conveyed that another party had offered to acquire MorphoSys and was prepared to quickly work towards announcing a transaction. Dr. Kreutz reiterated Novartis AG’s interest in pursuing a potential transaction with MorphoSys, as earlier communicated to Dr. Krebs-Pohl, and indicated that Novartis AG could also move quickly to negotiate a transaction and would submit priority diligence questions. Consistent with the determination of the Management Board and the Supervisory Board at the 21 December 2023 Supervisory Board meeting that other parties would be unlikely to be in a position to make proposals before 8 January 2024, and that requesting parties engage on that timeline could cause otherwise-interested parties to disengage, MorphoSys did not, and instructed Centerview to not, inform any other potential counterparty that another party had offered to acquire MorphoSys and was prepared to quickly work towards announcing a transaction.

On 23 December 2023, the Supervisory Board held a meeting, attended by the Management Board, certain other Executive Committee members and representatives of Centerview and Skadden. Executive Committee members and representatives from Centerview updated the Management Board and the Supervisory Board on the discussions with Novartis AG and Company C, including the 22 December Company C Proposal and the discussions the prior day with Novartis AG whereby Novartis AG was informed that MorphoSys was evaluating an acquisition proposal from another third party. After discussion, the Management Board and the Supervisory Board decided to direct Centerview to continue similar competitive messaging and communications with both Novartis AG and Company C. The Management Board and the Supervisory Board reviewed the terms of the 22 December Company C Proposal and determined that, while the 22 December Company C Proposal was likely insufficient, the improved consideration, when compared to the 20 December Company C Proposal, combined with the indicated potential for an additional increase in the consideration based on the conversations from the previous day justified granting Company C access to the requested diligence information subject to entry into a customary confidentiality agreement and an understanding that Company C would submit its best and final proposal by 3 January 2024. Representatives of Centerview then conveyed that, based on the conversations with Novartis AG from the prior day, the representatives of Centerview believed that Novartis AG was preparing to submit initial diligence questions and an offer to acquire MorphoSys on a similar timeline to Company C. The Management Board and the Supervisory Board considered the dynamics of



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managing interest from both Company C and Novartis AG, including strategies to leverage one party’s interest to increase the consideration offered by the other party, the risk that delaying interactions with Company C in order to further engage with Novartis AG could jeopardize a transaction with Company C and the countervailing risk that requiring Novartis AG to move quickly could jeopardize a transaction with Novartis AG. The Management Board and the Supervisory Board discussed the possibility of soliciting offers from additional parties, including Company B, but decided not to do so at this time because of the perceived low likelihood that any party other than Novartis AG could make a proposal on the accelerated timeline that Company C proposed and in order to manage the risk of discussions around a potential transaction leaking. The Management Board and the Supervisory Board concluded to instruct Executive Committee members and Centerview to proceed with the diligence process, provide Novartis AG and Company C access to a data room containing limited diligence materials and align the timing of the parallel processes with Novartis AG and Company C.

Following the Supervisory Board meeting and at the direction of the Management Board, on 23 December 2023, a representative of Centerview contacted a representative of Company C’s financial advisor to discuss plans for the diligence process and to convey that Company C and MorphoSys would have to enter into a confidentiality agreement appropriate for a whole-company acquisition transaction before Company C could access the diligence materials. That same day, as directed by Executive Committee members, representatives of Centerview provided Company C’s financial advisors with a draft confidentiality agreement, which would be negotiated by representatives of Skadden and Company C’s outside counsel.

On 25 December 2023, Company C provided MorphoSys an initial list of diligence questions.

On 26 December 2023, MorphoSys provided representatives of Novartis AG access to a data room containing limited diligence materials.

On 26 December 2023, representatives of Skadden and Company C’s outside counsel discussed the draft confidentiality agreement between Company C and MorphoSys.

On 27 December 2023, MorphoSys entered into a confidentiality agreement with Company C that contained a standstill provision that terminated upon the entry into the Business Combination Agreement. Following execution of the confidentiality agreement, MorphoSys provided representatives of Company C access to a data room containing limited diligence materials. Throughout the rest of December and until 14 January 2024, representatives of MorphoSys responded to Company C’s initial diligence questions, additional diligence questions and requests for information.

On 28 December 2023, Novartis AG provided MorphoSys an initial list of diligence questions. Throughout the rest of December and until 17 January 2024, representatives of MorphoSys responded to these initial diligence questions, additional diligence questions and requests for information.

On 30 December 2023, at the direction of the Management Board, Centerview communicated to each of Novartis AG and Company C that each party should submit a written non-binding proposal to acquire MorphoSys on 3 January 2024 and outlined expectations for the contents of the proposal, including that the parties include a proposed minimum acceptance threshold condition for a potential takeover offer.

On 3 January 2024, Novartis AG submitted to Centerview a written non-binding offer to acquire all MorphoSys Shares at a price of EUR 55.00 per MorphoSys Share in cash (the “3 January Novartis Proposal”). The 3 January Novartis Proposal indicated that completion of a transaction would be conditional on receiving a minimum acceptance threshold condition of 90%. In the 3 January Novartis Proposal, Novartis AG stated that it expected to be able to enter into a transaction agreement in two (2) weeks.

Also on 3 January 2024, Company C submitted to Centerview a revised written non-binding offer to acquire all MorphoSys Shares at a price of EUR 51.17 per MorphoSys Share, or USD 14.00 per



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MorphoSys ADS, in cash, plus an earn-out payment of EUR 7.31 per MorphoSys Share, or USD 2.00 per MorphoSys ADS, in cash upon FDA approval of pelabresib (the “3 January Company C Proposal”) The 3 January Company C Proposal did not specify a timeline to signing or propose a minimum acceptance threshold condition.

Also on 3 January 2024, representatives of MorphoSys participated in a diligence call with representatives of Company C and responded to diligence questions relating to regulatory matters. Following this initial diligence call and continuing through 12 January 2024, representatives of MorphoSys participated in additional diligence calls and meetings with representatives of Company C and gave presentations about MorphoSys and its programs to representatives of Company C on topics including tax and scientific matters.

On 4 January 2024, the Supervisory Board held a meeting, attended by the Management Board, certain other Executive Committee members and representatives of Centerview and Skadden. Executive Committee members and representatives of Centerview updated the Management Board and the Supervisory Board on the current status of discussions with Novartis AG and Company C, including the receipt of a proposal from each party. The Management Board and the Supervisory Board reviewed the financial terms of each of the 3 January Novartis Proposal and the 3 January Company C Proposal. Representatives of Skadden next reviewed with the Management Board and the Supervisory Board certain regulatory considerations for a transaction with each of Novartis AG and Company C, including the impact on the certainty and timing of closing of a takeover transaction and strategies for addressing these considerations. Following discussion, the Management Board and the Supervisory Board decided that Executive Committee members and Centerview should continue negotiations with both parties, with an expectation that both parties would need to increase their offers. The Management Board and the Supervisory Board approved that Dr. Kress and Centerview would continue to engage with Novartis AG and Company C and that Centerview should request final offers from Novartis AG and Company C by 15 January 2024.

Later on 4 January 2024, representatives of MorphoSys participated in a diligence call with representatives of Novartis AG and responded to diligence questions relating to intellectual property matters. Following this initial diligence call and continuing through 12 January 2024, representatives of MorphoSys participated in additional diligence calls and meetings with representatives of Novartis AG and gave presentations about MorphoSys and its programs to representatives of Novartis AG on topics including scientific, information technology, labor and employment, corporate legal and compliance matters.

On 5 January 2024, consistent with instruction from the Management Board, Centerview communicated in writing to each of Novartis AG and Company C that each party should submit a “best-and-final” offer by 12:00 hours New York Local Time on 15 January 2024. Centerview informed each party that a draft business combination agreement would be provided by Skadden on 6 January 2024, and outlined a schedule for marking up the agreement with the goal of each party submitting a final draft of the business combination agreement, in the form the party is prepared to sign, on 14 January 2024.

Also on 5 January 2024, a representative of Company B spoke with Dr. White and reiterated Company B’s interest in an acquisition of MorphoSys, but explained that Company B would need to conduct additional diligence before Company B could make an offer. Following this call, MorphoSys granted certain representatives of Company B expanded access to certain additional confidential diligence materials relating to the pelabresib program. MorphoSys offered to expand access to the diligence materials to additional representatives of Company B, but Company B declined.

On 6 January 2024, Skadden sent a draft business combination agreement to each of Freshfields Bruckhaus Deringer LLP, Novartis AG’s outside counsel (“Freshfields”), and Company C’s outside counsel. The draft business combination agreement contemplated, among other things, a potential voluntary public takeover offer pursuant to German law and did not include a specific proposal on a minimum acceptance threshold condition.



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On 8 January 2024, Dr. Kress, Dr. White and other representatives of MorphoSys met with Dr. Narasimhan, Dr. Gal and other representatives of Novartis AG at the JPM Healthcare Conference to discuss pelabresib and the MANIFEST-2 data and to provide an overview of MorphoSys’ operations.

On 9 January 2024, representatives of MorphoSys, including Dr. White, met with representatives of Company A at the JPM Healthcare Conference to further discuss the pelabresib program, including exploring a potential strategic transaction with MorphoSys involving pelabresib. Dr. White and a representative of Company A agreed to meet again at the JPM Healthcare Conference to discuss further.

Also on 9 January 2024, Dr. Kress, Dr. White and other representatives of MorphoSys met with representatives of Company B to present information about the pelabresib program. Representatives of MorphoSys also responded to questions from representatives of Company B regarding pelabresib and tafasitamab.

Later on 9 January 2024, Dr. Kress met with a representative of Company B at the JPM Healthcare Conference to discuss a potential acquisition of MorphoSys. The representative of Company B conveyed Company B’s continued interest in making an offer to acquire MorphoSys, but explained that Company B was still very early in the diligence process and would need multiple additional weeks to review before Company B would be in a position to make an offer to MorphoSys.

Also on 9 January 2024, each of Company C’s outside counsel and Freshfields returned a revised draft of the business combination agreement to Skadden, following which, discussions and negotiations between representatives of Skadden and representatives of Company C’s outside counsel and Freshfields continued through 15 January 2024.

On 10 January 2024, Skadden sent an initial draft of the confidential disclosure letter in relation to the representations and warranties as well as certain other provisions contained in the business combination agreement that would accompany the business combination agreement to each of Company C’s outside counsel and Freshfields.

On 11 January 2024, Skadden spoke with each of Company C’s outside counsel and Freshfields regarding their 9 January 2024 revised drafts of the business combination agreement. Representatives from Skadden provided each outside counsel with MorphoSys’ and Skadden’s feedback on the respective drafts which would be addressed by Skadden’s next draft. Later that day, Skadden and Freshfields had a call to discuss initial perspectives on SEC exemptive relief which would need to be obtained to address differences between German and U.S. legal requirements governing a potential transaction.

Also on 11 January 2024, as discussed on 9 January, Dr. White met with a representative of Company A at the JPM Healthcare Conference to further engage in exploratory discussions regarding a potential strategic transaction with MorphoSys involving pelabresib. Dr. White expressed MorphoSys’ expectation that a transaction involving both pelabresib and tulmimetostat would need to be structured as an acquisition of all MorphoSys Shares. The representative of Company A conveyed that Company A would discuss further internally and follow up with MorphoSys.

On 12 January 2024, representatives of Novartis AG conducted a virtual site visit to MorphoSys’ Planegg, Germany site to review quality assurance materials relating to clinical operations, technical operations, operational excellence, regulatory compliance, biostatistics, clinical development and patient safety.

Also on 12 January 2024, Dr. Gal contacted a representative of Centerview and suggested that, as an alternative to purchasing all MorphoSys Shares, Novartis AG would be interested in solely purchasing MorphoSys’ pelabresib program, structured as an acquisition of MorphoSys’ wholly-owned subsidiary Constellation Pharmaceuticals, Inc. Dr. Gal indicated that Novartis AG could potentially offer a higher price for the pelabresib program than for MorphoSys as a whole. Following the call with Dr. Gal, a representative of Centerview informed Dr. Kress of the alternative proposal and discussed with Dr. Kress the potential challenges and risks around pursuing such a proposal, including the risk that such a transaction could not be negotiated on the timeline currently contemplated and thus would interfere with



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the ability to do a transaction with Company C, that selling pelabresib while retaining tafasitamab and MorphoSys’ other earlier stage pipeline programs may not be in MorphoSys’ best interests and that structuring a transaction as an asset sale rather than a whole-company acquisition could be less favorable for MorphoSys by potentially introducing negative tax and employment-related consequences. Following this discussion, at the direction of Dr. Kress, the representative of Centerview informed Dr. Gal that MorphoSys expected Novartis AG to submit an offer to purchase all MorphoSys Shares on 15 January 2024 consistent with the communications and instructions provided on 5 January 2024.

Also on 12 January 2024, Skadden separately returned revised drafts of the business combination agreement to Freshfields and Company C’s outside counsel. Key issues under negotiation were the closing conditions, including conditions related to the number of MorphoSys Shares tendered and closing conditions tied to MorphoSys’ market performance, offer support by MorphoSys, post-closing financing support of MorphoSys, interim conduct of business covenants which would restrict MorphoSys’ business operations between signing and closing and post-closing measures like delisting, implementation of a domination and profit and loss transfer agreement and treatment of employee equity awards, including whether the buyer would be required to pay the full value of equity awards in excess of statutory caps on compensation.

On 13 January 2024, MorphoSys and Centerview executed an engagement letter.

On the evening of 13 January 2024, Freshfields sent a revised draft of the business combination agreement to Skadden.

On the morning of 14 January 2024, Skadden and Freshfields discussed the revised draft business combination agreement.

Also on the morning of 14 January 2024, Company C’s counsel sent a revised draft of the business combination agreement to Skadden. Skadden and Company C’s counsel discussed the draft business combination agreement on the afternoon of 14 January 2024. Compared to the draft business combination agreement submitted by Novartis AG, the Company C draft business combination agreement contained a larger number of open items, including regarding closing certainty, the treatment of employee compensation plans and post-closing financial support.

On 14 January 2024, Dr. Gal informed a representative of Centerview that, following Novartis AG’s review of the confidential diligence materials provided by MorphoSys, Novartis AG was prepared to submit a proposal to acquire MorphoSys for a price of USD 75 per MorphoSys Share (which, applying then-current exchange rates, equated to approximately EUR 68 per MorphoSys Share). Dr. Gal also conveyed that Novartis AG’s willingness to enter into a transaction would be conditioned upon the elimination of certain existing contractual obligations of MorphoSys.

Later on 14 January 2024, Dr. Gal and Dr. Kreutz contacted a representative of Centerview and indicated that Novartis AG was evaluating certain contracts between MorphoSys and third parties which were provided in connection with diligence, and as a result might not be in a position to finalize a transaction on the timeline previously set forth by MorphoSys. Subsequently, the representative of Centerview informed the Management Board of both of the 14 January 2024 conversations with Novartis AG and discussed how to respond.

In light of the comments made by representatives of Novartis AG on 14 January 2024, on the morning of 15 January 2024, at the direction of the Management Board, a representative of Centerview contacted Dr. Gal and explained that, consistent with the expectations previously communicated, MorphoSys expected Novartis AG to make their “best and final” offer later that day.

Later on the morning of 15 January 2024, Company C’s Chief Executive Officer informed a representative of Centerview that Company C would not deliver a final offer and that Company C was withdrawing from the process, citing that it was not in a position to submit a competitive final offer. Company C’s Chief Executive Officer also contacted Dr. Kress and conveyed the same message. Shortly thereafter, MorphoSys terminated Company C’s access to the virtual data room containing confidential diligence materials.



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Later on 15 January 2024, Novartis AG submitted a binding offer to acquire all MorphoSys Shares at a price of EUR 68.00 per MorphoSys Share in cash (the “15 January Novartis Offer”). The 15 January Novartis Offer contemplated that Freshfields and Skadden would cooperate to finalize the business combination agreement, the most recent draft of which contained a small number of open items that Skadden and Freshfields had been negotiating. MorphoSys’ ability to accept the 15 January Novartis Offer and enter into a business combination agreement with Novartis AG was, however, conditioned on the satisfaction of multiple specific conditions (the “15 January Novartis Offer Conditions”), including conditions which related to the elimination of certain existing contractual obligations of MorphoSys included in its collaboration and license agreement relating to tafasitamab. The 15 January Novartis Offer would remain open for sixty (60) calendar days from 15 January 2024, unless extended by Novartis AG.

Following receipt of the 15 January Novartis Offer, on 15 January 2024, the Supervisory Board held a meeting, attended by the Management Board, certain other Executive Committee members and representatives of Centerview and Skadden. Representatives of Centerview and Executive Committee members informed the Management Board and the Supervisory Board that Company C had declined to submit a final offer and dropped out of the process. The Management Board and representatives of Centerview informed the Supervisory Board that Novartis AG had submitted the 15 January Novartis Offer and that the business combination agreement was almost fully agreed upon with Novartis AG, except for resolution of a small number of remaining open items. A representative of Skadden informed the Management Board and the Supervisory Board that although Novartis AG described the 15 January Novartis Offer as a “binding offer”, certain revisions would be required to make it legally binding and strengthen its enforceability. A representative of Skadden described each of the 15 January Novartis Offer Conditions and discussed how each condition could be satisfied in the allotted time before the offer expired. The Management Board and the Supervisory Board discussed strategies for satisfying the 15 January Novartis Offer Conditions, including the possibility of reaching out to Incyte to explore its interest in acquiring all of MorphoSys’ rights to the tafasitamab program as a method of satisfying the 15 January Novartis Offer Conditions relating to tafasitamab. A representative of Centerview and the Management Board offered their perspectives that, based on the conversations with Novartis AG on 14 January 2024, the sale of MorphoSys’ rights to the tafasitamab program prior to or simultaneous with a transaction with Novartis AG would not affect the price per MorphoSys Share in the 15 January Novartis Offer. Representatives of Skadden discussed the importance of confidentiality for enabling the actions necessary to satisfy the conditions to the 15 January Novartis Offer and noted that while the 15 January Novartis Offer was irrevocable by Novartis AG for its duration, MorphoSys was not required to satisfy the conditions nor was it obligated to accept the offer. Following discussion of the available options, the Management Board and the Supervisory Board decided that MorphoSys should continue to engage with Novartis AG to secure a legally binding offer to which an agreed form of the business combination agreement would be attached and acceptance of which by MorphoSys, and entry into the attached business combination agreement by Novartis AG and MorphoSys, would be at MorphoSys’ discretion and conditioned only on the 15 January Novartis Offer Conditions. The Management Board and the Supervisory Board also decided that Dr. Kress and Centerview should contact Incyte to explore the potential sale of MorphoSys’ rights to the tafasitamab program. Further, the Management Board and the Supervisory Board decided that Centerview should contact Company B to further explore Company B’s interest in an acquisition of MorphoSys as an alternative to a transaction with Novartis AG.

Later on 15 January 2024, as discussed at the Supervisory Board meeting earlier that day, Dr. Kress contacted Hervé Hoppenot, Incyte’s Chief Executive Officer (“Mr. Hoppenot”), about the potential sale to Incyte of MorphoSys’ rights to the tafasitamab program, which is also referred to herein as “Monjuvi”, the brand name under which the products that are produced under the tafasitamab program are being sold (the “Tafasitamab Sale”). Mr. Hoppenot expressed interest in discussing a potential Tafasitamab Sale. As directed by the Management Board and the Supervisory Board, a representative of Centerview later contacted Dr. Pablo Cagnoni, Incyte’s President, to further discuss a potential Tafasitamab Sale. Following these discussions, Incyte’s outside legal counsel and Skadden began negotiating a purchase



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agreement for the Tafasitamab Sale (the “Incyte Purchase Agreement”), which the parties would negotiate until 5 February 2024.

Also on 15 January 2024, as discussed at the Supervisory Board meeting earlier that day, representatives of Centerview contacted Company B to gauge Company B’s continued interest in a potential acquisition of MorphoSys. Representatives of Company B expressed continued interest in an acquisition of MorphoSys and conveyed that Company B would continue to review diligence materials.

Following the Supervisory Board meeting on 15 January 2024, representatives of Skadden contacted representatives of Freshfields and proposed revisions to the 15 January Novartis Offer, including revisions to the 15 January Novartis Offer Conditions. Subsequently, representatives of Novartis AG requested that MorphoSys enter into an agreement with Novartis AG at the time the binding offer was made by Novartis AG to MorphoSys that would prohibit MorphoSys from soliciting offers from third parties to acquire MorphoSys (the “Exclusivity Agreement”). Members of the Management Board discussed Novartis AG’s request that MorphoSys enter into the Exclusivity Agreement and determined that Skadden should continue engaging with Freshfields to obtain a binding offer from Novartis AG, including by preparing an acceptable Exclusivity Agreement. Later on 15 January 2024, at the direction of members of the Management Board, Skadden provided Freshfields with an initial draft of the Exclusivity Agreement and conveyed that MorphoSys would enter into the Exclusivity Agreement if Novartis AG provided a binding offer letter revised to MorphoSys’ satisfaction.

Later on 16 January 2024, Freshfields returned a revised binding offer letter and a revised draft of the Exclusivity Agreement. Among the proposed changes requested by Novartis AG, the Exclusivity Agreement included more detailed “no shop” provisions which were intended to mirror the agreed-upon and negotiated provisions in the draft business combination agreement, including that MorphoSys could not solicit competing offers but that the Management Board could, consistent with its fiduciary duties, consider superior offers by third parties, and conditioned acceptance of the offer on MorphoSys’ adherence to the interim operating covenants set forth in the draft business combination agreement as if then applicable. Discussions and negotiations among representatives of Skadden and Freshfields regarding the revised binding offer, the form of a business combination agreement to be attached thereto and the Exclusivity Agreement continued until the documents were in agreed form on 18 January 2024. During this time period, representatives of Novartis AG and MorphoSys began discussing how MorphoSys would satisfy the 15 January Novartis Offer Conditions.

On 18 January 2024, Dr. White and other representatives of MorphoSys met with representatives from Company B to discuss regulatory questions related to pelabresib.

Later on 18 January 2024, Novartis AG and MorphoSys agreed on the form of a binding offer, the form of the business combination agreement to be attached thereto and the Exclusivity Agreement. Subsequently, Novartis AG submitted to MorphoSys a binding offer based on the agreed form to acquire all MorphoSys Shares at a price of EUR 68.00 per MorphoSys Share in cash (the “Final Letter of Intent”) that superseded and replaced the 15 January Novartis Offer. Attached to the Final Letter of Intent was an agreed form of the business combination agreement and accompanying disclosure letter (the “Final Letter of Intent BCA”). Acceptance by MorphoSys of the Final Letter of Intent and entry into the Final Letter of Intent BCA by Novartis AG and MorphoSys was conditioned on the satisfaction of multiple specific conditions, including a condition that would be satisfied by consummation of the Tafasitamab Sale (the “Final Letter of Intent Conditions”). The Final Letter of Intent would remain open until 23:59 New York Local Time on 17 March 2024. Novartis AG could revoke and withdraw the Final Letter of Intent only under certain circumstances, including if MorphoSys breached its obligations under the Exclusivity Agreement or if MorphoSys did not comply with the interim operating covenants in the Binding Offer BCA.

Following the receipt of the Final Letter of Intent, later that day on 18 January 2024, MorphoSys and Novartis AG executed the Exclusivity Agreement. Pursuant to the Exclusivity Agreement, from the time of execution until 23:59 Central European time on 17 March 2024, MorphoSys agreed to comply with the “no shop” provisions in the Final Letter of Intent BCA, including that MorphoSys could not solicit



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competing offers but that the Management Board could, consistent with its fiduciary duties, consider superior offers by third parties. For further details on the “no shop” provisions in the Business Combination Agreement, please see Sec. 8.2.13 of the Offer Document. In connection with entry into the Exclusivity Agreement, MorphoSys terminated Company B’s access to the confidential diligence materials in the virtual data room and terminated Company A’s access to the limited non-public diligence information regarding tulmimetostat.

Between 18 January 2024 and 5 February 2024, MorphoSys, with input from Novartis AG, worked on satisfying the Final Letter of Intent Conditions. During this time, representatives of Novartis AG and MorphoSys discussed the potential waiver of one of the Final Letter of Intent Conditions. In exchange for the waiver of such condition, Novartis AG requested modifications to the Final Letter of Intent BCA, including expanded access covenants and consent rights related to the proposed Tafasitamab Sale. Novartis AG and MorphoSys agreed on the changes in principle, and during this time, Skadden and Freshfields discussed Novartis AG providing an amended offer letter to reflect the proposed changes to Final Letter of Intent BCA and to reflect the waiver of such condition.

On 19 January 2024, Dr. Kress spoke with Dr. Gal and Dr. Kreutz regarding progress on a potential Tafasitamab Sale and the expected timing for entry into the Final Letter of Intent BCA.

On 22 January 2024, the Supervisory Board held a meeting, attended by the Management Board, another Executive Committee member and representatives of Centerview and Skadden, during which Dr. Kress provided the Supervisory Board with an update on the status of a potential transaction with Novartis AG and the Tafasitamab Sale. A representative of Skadden emphasized certain details of the Final Letter of Intent and the Exclusivity Agreement, including that MorphoSys could not solicit competing offers but that the Management Board could, consistent with its fiduciary duties, consider superior offers by third parties. The representative of Skadden explained that Novartis AG could terminate the Final Letter of Intent if MorphoSys did not comply with the interim operating covenants in the Final Letter of Intent BCA. The representative of Skadden provided an update on actions necessary to satisfy the conditions to the Final Letter of Intent. A representative of Skadden summarized the terms of the Final Letter of Intent BCA and the expected transaction timeline if MorphoSys chose to execute the Final Letter of Intent BCA.

On 26 January 2024, a blog post speculated that MorphoSys was engaged in discussions with three large pharmaceutical companies regarding a potential sale without providing any further details. MorphoSys concluded that the blog post referred solely to ongoing general market speculations about MorphoSys being a potential takeover target without any knowledge of MorphoSys’ discussions with Company C and Novartis AG.

Later on 26 January 2024, Dr. Kress and Dr. White contacted Dr. Gal and Dr. Kreutz to emphasize the importance of Novartis AG and MorphoSys working together to quickly to satisfy the remaining Final Letter of Intent Conditions.

On 28 January 2024, representatives of MorphoSys communicated to Novartis AG and other counterparties involved in the satisfaction of the Final Letter of Intent Conditions that MorphoSys was targeting a signing date of 5 February 2024.

During the week of 29 January 2024, representatives of Skadden discussed with representatives of Freshfields the importance of Novartis AG providing an amended offer letter reflecting the proposed changes to the Final Letter of Intent BCA. During this week, representatives of MorphoSys and Skadden continued to keep representatives of Novartis AG and Freshfields apprised of its efforts to satisfy the Final Letter of Intent Conditions and that MorphoSys expected to satisfy all of the Final Letter of Intent Conditions, other than the Final Letter of Intent Condition that MorphoSys expected Novartis AG to waive, by 5 February 2024.

On 31 January 2024, a representative of Company A contacted Dr. White and conveyed that, while Company A was still interested in a potential collaboration involving tulmimetostat, Company A had determined that it was not in a position to pursue a whole-company acquisition at this time and that Company A would not be making a proposal for any strategic transaction.



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On 5 February 2024, Reuters contacted a representative of MorphoSys and requested comments on a planned article reporting that Novartis AG was in advanced discussions to purchase MorphoSys and was planning to announce a transaction soon (the “Reuters Article”). A representative of MorphoSys informed a representative of Novartis AG of Reuters’ request for comment, and Novartis AG subsequently expressed a desire to immediately finalize the Business Combination Agreement and the Tafasitamab Sale. Given timing constraints, Novartis AG and MorphoSys agreed not to amend the Final Letter of Intent to reflect the removal of the specified Final Letter of Intent Condition (but that Novartis AG would not insist on its satisfaction) and to revise only the Final Letter of Intent BCA. Skadden and Freshfields discussed and agreed on certain modifications to the Final Letter of Intent BCA to account for details of the Tafasitamab Sale and a limited number of additional changes. At the same time, MorphoSys decided to accelerate a joint meeting of the Management Board and the Supervisory Board originally scheduled for later the same day to decide on the Business Combination Agreement, the Incyte Purchase Agreement and the Takeover.

Following these discussions, Novartis AG provided MorphoSys with a proposed final Business Combination Agreement reflecting the changes previously discussed and agreed between the parties, and Novartis AG confirmed that Novartis AG would enter into the Business Combination Agreement immediately upon the execution of the Incyte Purchase Agreement, which would satisfy the Final Letter of Intent Conditions (other than the Final Letter of Intent Condition that Novartis AG had agreed would be waived).

Immediately thereafter, on 5 February 2024, the Management Board and the Supervisory Board held the accelerated joint meeting, attended by representatives of Centerview and Skadden. During the meeting, representatives of Centerview rendered to the Management Board and the Supervisory Board an oral opinion, which was subsequently confirmed by delivery of the Signing Opinion that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken in preparing its opinion, the Offer Price to be paid to the holders of MorphoSys Shares (other than (i) MorphoSys Shares which were, as of the date of the Signing Opinion, held by MorphoSys as treasury shares, and (ii) MorphoSys ADSs) pursuant to the Business Combination Agreement by means of the Offer is fair, from a financial point of view, to such MorphoSys Securityholders. Centerview was not asked to consider, nor did Centerview express any view on, and Centerview’s opinion did not address, any term or aspect of the Incyte Purchase Agreement, pursuant to which certain assets of MorphoSys and MorphoSys US Inc. were sold immediately prior to the execution of the Business Combination Agreement, or how the Incyte Purchase Agreement may impact MorphoSys, the Business Combination Agreement or the Takeover. For further details on Centerview’s analysis, please see Sec. 6.2 of this Statement. During the meeting, representatives of Skadden then summarized the changes to the Business Combination Agreement from the Final Letter of Intent BCA and summarized the material terms of the Incyte Purchase Agreement and related documents. The Management Board and the Supervisory Board also discussed the Incyte Purchase Agreement, considered its benefits, including the purchase price and the additional resources that could be reallocated to the development and commercialization of MorphoSys’ other programs, and its risks, including that MorphoSys could sell all of its rights to tafasitamab without the Offer being consummated, and determined that entering into the Incyte Purchase Agreement would be in MorphoSys’ best interests even if the Offer was not consummated. After further discussion, including a discussion regarding various factors described under Sec. 6 of this Statement, the Management Board and the Supervisory Board each unanimously (i) determined that MorphoSys’ entry into the Incyte Purchase Agreement and the Business Combination Agreement and the expected Offer are fair to, and in the best interests of, MorphoSys, including the MorphoSys Securityholders and other stakeholders, (ii) declared it advisable for MorphoSys to enter into the Incyte Purchase Agreement and the Business Combination Agreement, (iii) approved the execution, delivery and performance of the Incyte Purchase Agreement and the Business Combination Agreement and supported the consummation of the Offer, and (iv) subject to review of the offer document published by Novartis AG and provided that the offer document is in accordance with the terms of the Business Combination Agreement, agreed to issue a joint reasoned statement recommending that



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MorphoSys Securityholders tender their MorphoSys Shares into the Offer and that MorphoSys ADS Holders take the requisite actions to tender the MorphoSys Shares underlying the MorphoSys ADSs into the Offer.

During the joint meeting of the Management Board and the Supervisory Board, Reuters published the Reuters Article.

Following the joint meeting of the Management Board and the Supervisory Board, MorphoSys executed the Incyte Purchase Agreement and ancillary documents with Incyte and MorphoSys US Inc. Immediately after execution of the Incyte Purchase Agreement, a representative of Skadden confirmed to Freshfields that all of the Final Letter of Intent Conditions, other than the Final Letter of Intent Condition that Novartis AG agreed to waive, had been satisfied and MorphoSys executed the revised Business Combination Agreement with Novartis AG and the Bidder.

Immediately after the execution of the Incyte Purchase Agreement and the Business Combination Agreement, the Bidder and Novartis AG published the decision to launch the Offer in accordance with Sec. 10 para. 1 sentence 1, para. 3 WpÜG in conjunction with Secs. 29, 34 WpÜG, and MorphoSys issued an ad hoc announcement and a press release announcing the execution of the Business Combination Agreement and the Incyte Purchase Agreement.

On 10 April 2024, the Management Board and the Supervisory Board held a joint meeting, attended by representatives of Centerview and Skadden. During the meeting, representatives of Centerview rendered to the Management Board and the Supervisory Board an oral opinion, which was subsequently confirmed by delivery of the Offer Opinion that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken in preparing its opinion, the Offer Price to be paid to the holders of MorphoSys Shares (other than (i) MorphoSys Shares which were, as of the date of the Offer Opinion, held by MorphoSys as treasury shares, and (ii) MorphoSys ADSs) pursuant to the Offer Document by means of the Offer is fair, from a financial point of view, to such stockholders. Centerview was not asked to consider, nor did Centerview express any view on, and Centerview’s opinion did not address, any term or aspect of the Incyte Purchase Agreement, pursuant to which certain assets of MorphoSys and MorphoSys US Inc. were sold immediately prior to the execution of the Business Combination Agreement, or how the Incyte Purchase Agreement may impact MorphoSys, the Offer Document, the Business Combination Agreement or the Takeover. The published Offer Document does not contain any material changes to the draft version of the Offer Document available on 10 April 2024. For a detailed discussion of the Offer Opinion, please see Sec. 6.2 of this Statement.

On 11 April 2024, the Bidder commenced the Offer. Promptly thereafter, the Management Board and the Supervisory Board resolved to unanimously support the Offer, recommend to all MorphoSys Securityholders to accept the Offer and tender their MorphoSys Securities under the Offer (see Sec. 15 of this Statement).

[milchbubi]

Antwort auf Beitrag Nr.: 75.606.629 von yok am 12.04.24 08:37:21

und was die "Verarschung" angeht. Das war damals bei dem Aktientausch bei mir auch so. Als ich die neuen Aktien ein paar Jahre später mit Gewinn verkauft habe wurde mir die volle Steuer abgezogen. Als ich dann nochmal nachgehakt habe wurde sie mir sofort erstattet und sich für den Fehler entschuldigt. Das war übrigens die ING DiBa. Ich unterstelle denen nicht mal Absicht. Das ganze Steuerrecht ist mittlerweile kompliziert und wenn die intern nicht aufpassen kann ich mir schon vorstellen, dass das ein Versehen war.

[milchbubi]

Antwort auf Beitrag Nr.: 75.606.629 von yok am 12.04.24 08:37:21

schau mal hier. Da stehts auch nochmal drin

https://www.buhl.de/steuer/ratgeber/squeeze-out/

[yok]

ÄUSSERST SCHWACH das Kapitel "Wirtschaftliche Angemessenheit des Angebotspreises". Man bleibt bei der Argumentation über den Börsenkurs, bemüht sogar noch die Kursziele der Analysten, haha. Keinerlei Abschätzung des fundamentalen Wertes der erworbenen Assets über ein DCF-Modell oder ähnliches, keine erwarteten Umsätze von Pelabresib, nichts. Da bin ich schon erstaunt, dass die Bafin so etwas durchwinkt.

[yok]

Wenn man sich das Novartis-Angebot so durchliest, dann hat Kress ja echt hart verhandelt. Novartis bieten zum Spass mal 55, dann sagt Kress: was isch letzte Preis, sagt Novartis 68 und Kress: okay.

[yok]

Ja milchbubi, das mit dem Aktientausch scheint explizit definiert worden zu sein. Über Cash-Angebote bei Übernahme finde ich nichts, vielleicht weil es trivial ist, dass hier genau so wie bei Verkauf ein steuerfreier Kapitalertrag generiert wird. Ich bin nur schon so oft vom Finanzamt verarscht worden, dass ich inzwischen vorsichtig geworden bin.
Katjuscha, die 0.7% sind schon Geld, ausserdem möchte ich aber so lange wie möglich im Boot bleiben für eine eventuelle Erhöhung des Angebots. Und wer weiss schon, wo der Marktpreis am 27. Mai steht.

[milchbubi]

eine Quelle kann ich dir zwar nicht nennen aber die bleiben steuerfrei. Ich hatte mal AOL bis die dann übernommen wurden. Damals hatte man die Möglichkeit, entweder eine Barabfindung anzunehmen oder einen Aktientausch. Ich habe mich für letzteres entschieden. Als ich die neuen Aktien dann ein paar Jahre später verkauft habe war dieser Verkauf steuerfrei da die AOL Aktien damals beim Kauf noch unter die alte Steuerregelung gefallen sind.

[katjuscha-research]

Antwort auf Beitrag Nr.: 75.605.831 von yok am 11.04.24 23:47:18

Zitat von yok: Weiss jemand definitiv, ob ich die Steuerfreiheit auf den Kapitalertrag für meine vor 2009 gekauften Aktien behalte, wenn ich andiene? Oder gibt es da irgendeine perfide Klausel, nach der ich am Markt verkaufen muss?

Also an deiner Stelle würde ich (wenn du dir nicht 100% sicher bist) dann lieber am Markt verkaufen. Oder kommt es dir auf die 0,7% letztlich an?

Aber vielleicht weiß es ja jemand zu 100% mit Quelle.

[yok]

Weiss jemand definitiv, ob ich die Steuerfreiheit auf den Kapitalertrag für meine vor 2009 gekauften Aktien behalte, wenn ich andiene? Oder gibt es da irgendeine perfide Klausel, nach der ich am Markt verkaufen muss?

[morleidender]

Antwort auf Beitrag Nr.: 75.603.251 von lupus2000 am 11.04.24 15:38:21

Zitat von lupus2000:

Zitat von -weitblick-: Sehr interessant wie der Ablauf der Verhandlungen war (Seite 49/50):
[...]
- 12.1. „Dr. Gal deutete an, dass die Novartis AG für das Pelabresib-Programm möglicherweise einen höheren Preis bieten könnte als für MorphoSys als Gan- zes.“
- 15.1. Angebot von 68€

Entweder hat MOR gepokert oder es gibt noch mindestens einen weiteren Interessenten. Und für diejenigen die geglaubt haben die restliche Pipeline hat noch einen nennenswerten Wert, werden durch die Aussage von Dr. Gal widerlegt. Nur Pelabresib bestimmt den Unternehmenswert!

Es wäre ein Trugschluss, zu glauben, dass die Aussage von Dr. Gal irgendeinen Schluss auf den Unternehmenswert zulässt. Höchstens auf den Wert für Novartis.

Wenn ich mir eine Eigentumswohnung kaufen will, die 200.000 Euro wert ist, aber da noch ein Garten mit einem Grundwert von 100.000 Euro dabei ist, dann ist die für mich vielleicht nur noch 150.000 Euro wert, weil ich Gartenarbeit hasse und keinen Wert auf Garten lege. Jemand anderes würde vielleicht sogar 350.000 Euro bezahlen, weil er seit Jahren eine Wohnung mit zugehörigem Garten sucht. Selbst eine Markttransaktion ist nicht immer ein objektiver Nachweis für einen "Wert".

Laut der Aussage ist Novartis offenbar sehr an Pela interessiert, aber nicht so sehr, die kleine Morph ins Novartis-Reich zu integrieren.

das v erstehe ich grad nicht. Morphosys wird nicht in das Novartis-Reich integriert? Du meinst sie wird nur gekauft und dann filetiert oder wie meinst Du das?