MorphoSys AG announced that shareholders approved all resolutions at its 2024 Annual General Meeting, including a merger squeeze-out of minority shareholders. The key points are:
1. Minority shareholders' shares will be transferred to Novartis BidCo Germany AG, the majority shareholder.
2. Cash compensation set at €68.00 per share.
3. The squeeze-out becomes effective upon registration in commercial registers of both MorphoSys and Novartis.
4. The virtual meeting had 92.43% representation of MorphoSys' share capital.
5. All proposed resolutions by the Management Board and Supervisory Board were approved.
MorphoSys has announced its intention to voluntarily delist its American Depositary Shares (ADSs) from the Nasdaq Global Market. The delisting process will begin with the filing of Form 25 with the SEC around July 25, 2024, and the ADSs will cease trading on Nasdaq potentially by August 2, 2024. Post-delisting, trading of ADSs may only occur in privately negotiated sales and possibly on over-the-counter markets, though there is no guarantee of this. The delisting decision follows Novartis's public purchase offer for all MorphoSys shares and their plan to merge MorphoSys into Novartis, contingent on approvals from MorphoSys's Annual General Meeting and commercial register filings. The merger agreement will be concluded and notarized soon.
MorphoSys and Novartis have signed a delisting agreement following Novartis' acquisition of MorphoSys in May 2024. Novartis holds 91.04% of MorphoSys shares and plans to launch a delisting offer for the remaining shares at €68.00 per share. This offer period is expected to commence in early July 2024. Additionally, Novartis aims to merge MorphoSys into Novartis, initiating a squeeze-out of minority shareholders with appropriate cash compensation, to be resolved at the MorphoSys AGM in August 2024. Post delisting, MorphoSys shares will no longer trade on the Frankfurt Stock Exchange or NASDAQ.
Novartis BidCo Germany AG has announced its intention to merge MorphoSys AG into Novartis BidCo Germany AG, a move that includes a merger squeeze-out of MorphoSys AG's minority shareholders. The company holds approximately 91.04% of MorphoSys AG's share capital, qualifying it as the majority shareholder under German law. Novartis BidCo Germany AG has proposed negotiations with the MorphoSys AG Management Board to finalize the merger agreement and has submitted a formal request to initiate the process to transfer the minority shareholders' shares against adequate cash compensation. The necessary resolution is expected to be adopted at the MorphoSys AG Annual General Meeting in August 2024. The cash compensation amount for minority shareholders is yet to be determined.
MorphoSys AG reported its first-quarter 2024 financial results, including a proposed acquisition by Novartis, receipt of antitrust approvals, sale of tafasitamab rights to Incyte, and upcoming medical conference presentations. The company's financials showed an increase in group revenues, cost of sales, research and development expenses, and general and administrative expenses. The operating loss and consolidated net loss also increased significantly. Full-year 2024 financial guidance was revoked due to the sale of tafasitamab. MorphoSys expects R&D expenses of €170-185 million and SG&A expenses of €90-105 million for the year.
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