EQS-Adhoc

Ad hoc: MorphoSys AG Enters into Business Combination Agreement to be Acquired by Novartis for € 2.7 Billion Equity Value and into Purchase Agreement with Incyte for the Sale of Tafasitamab - Seite 2

Public Takeover Offer from Novartis:

In the Business Combination Agreement, MorphoSys and Novartis agreed on the terms of the proposed Takeover Offer. Novartis will provide ample resources currently unavailable to MorphoSys as a standalone biotech company to help accelerate the development opportunities and maximize the commercialization potential of pelabresib, an investigational BET inhibitor, at a greater speed and scale.

Novartis intends to offer MorphoSys' shareholders € 68.00 per share in cash, for a total equity value of € 2.7 billion. The offer price corresponds to a premium of 94% and 142% on the volume-weighted average price during the last month and three months as of the unaffected January 25, 2024 close, respectively – the day before rumors about a transaction first surfaced. It also represents a premium of 89% percent to the closing share price of January 25, 2024. 

Subject to a careful review of the offer document to be published by Novartis data42 AG, MorphoSys' Management Board and Supervisory Board intend to recommend the acceptance of the Takeover Offer. The Takeover Offer will contain customary closing conditions, in particular a minimum acceptance threshold of 65% of MorphoSys' share capital and regulatory clearances. The closing is currently expected to take place in the first half of 2024. MorphoSys and Novartis agreed to take MorphoSys private promptly after the Takeover Offer has been settled.

The offer document of the Takeover Offer will be published by Novartis data42 AG at a later date in accordance with the provisions of the German Securities Acquisition and Takeover Act, after the German Federal Financial Supervisory Authority ("BaFin") has approved the publication. Promptly after the offer document is published, 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. In accordance with U.S. securities laws, Novartis data42 AG and Novartis AG will file the offer document and a Tender Offer Statement on Schedule TO and MorphoSys will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission.