MorphoSys’ Management Board and Supervisory Board Recommend Shareholders Accept Public Takeover Offer by Novartis
- Novartis offers a significant premium of 94% and 142% on the volume-weighted average price for MorphoSys shares.
- The acquisition deal values MorphoSys at €2.7 billion, offering shareholders €68.00 per share in cash.
- Management boards of both companies recommend shareholders to accept the offer, emphasizing the benefits for MorphoSys and cancer patients.
- The acceptance period for the takeover offer starts on April 11, 2024, and ends on May 13, 2024.
- All mandatory antitrust approvals for the proposed acquisition have been obtained, with the expectation of closing in the first half of 2024.
- None.
The tender offer by Novartis to acquire MorphoSys at a significant premium indicates a strategic move to consolidate its position in the oncology sector. The premium of 94% and 142% over the volume-weighted average price is a strong indicator of Novartis's commitment to the acquisition and reflects the value they see in MorphoSys's pipeline. From a financial perspective, the deal's immediate liquidity event for shareholders represents a compelling exit opportunity, especially considering the premium offered.
Investors should consider the implications of the delisting of MorphoSys shares post-acquisition. While this provides a clear immediate return, it also removes the potential for future gains from the market. The minimum acceptance threshold of 65% ensures that Novartis secures a controlling stake, which is a common practice in such transactions to avoid the complexities of a partial ownership situation.
Novartis's acquisition of MorphoSys is expected to have ripple effects across the biotech industry, particularly within the oncology market. By acquiring MorphoSys, Novartis not only bolsters its own pipeline but also potentially removes a competitor from the market. This may lead to increased market concentration, which could have regulatory implications down the line.
The strategic alignment of the two companies' portfolios is likely to enhance Novartis's long-term competitive position. It's important to monitor how the market reacts to this consolidation, as it could prompt further mergers and acquisitions within the sector as companies strive to maintain competitive parity.
From a medical research standpoint, Novartis's acquisition of MorphoSys can be seen as a move to strengthen its oncology pipeline with MorphoSys's advanced therapies. The significant premium suggests that Novartis anticipates substantial value from MorphoSys's drug candidates. This deal may expedite the development and commercialization of these therapies, potentially benefiting cancer patients with more effective treatments sooner than if MorphoSys remained independent.
However, it's essential to scrutinize the post-acquisition integration process, as it can affect ongoing clinical trials and the development of new drugs. The operational efficiencies and potential for increased research and development funding could be a boon for innovation, but the transition must be managed carefully to avoid any disruption to the drug development lifecycle.
Novartis offers
Shareholders benefit from attractive premium of
Acceptance period has commenced and will end on May 13, 2024, at 24:00 hours CEST
PLANEGG/
“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
The offer document is available on the Novartis website at www.novartis.com/investors/morphosys-acquisition.
The MorphoSys Management Board and Supervisory Board joint reasoned statement, as well as other relevant information for shareholders, is available on the MorphoSys website at https://www.morphosys.com/en/investors/Novartis-TakeoverOffer.
A takeover offer hotline for shareholders established by Novartis is available Monday to Friday between 9:00 – 18:00 hours CEST under +49 89 3803 8187 (for German callers) and +44 20 3005 6716 (for international callers). In addition, a takeover offer hotline for ADS holders established by Novartis is available Monday to Friday between 9:00 – 23:00 hours EDT, and Saturday between 12:00 – 18:00 hours EDT under +1 (866) 356-7344 (for
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,
Additional Information and Where to Find It
This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of MorphoSys AG (the “Company”). Following approval by the German Federal Financial Supervisory Authority (the “BaFin”), Novartis BidCo AG (formerly known as Novartis data42 AG) (the “Bidder”) has published an offer document containing the final terms and further provisions regarding the offer to purchase all outstanding Company no-par value bearer shares, including all no-par value bearer shares represented by American Depositary Shares, at an offer price of
In addition to the Takeover Offer Documents and the Recommendation Statements, the Company files other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov and are also available free of charge under the “SEC Filings” section of the Company’s website at www.morphosys.com/en/investors.
In order to reconcile certain areas where German law and
Acceptance of the Takeover Offer by stockholders residing outside
Forward Looking Statements
This communication contains certain forward-looking statements concerning the Company, the Bidder and the Takeover 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, the Company’s forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the Takeover Offer; statements about the expected timetable for the consummation of the Takeover Offer; the Company’s plans, objectives, expectations and intentions; and the financial condition, results of operations and business of the Company and Novartis AG.
The forward-looking statements contained in this communication represent the judgment of the Company 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 the Company, 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 the Company's 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: uncertainties as to how many of the Company’s stockholders will tender their stock in the Takeover Offer; the possibility that competing offers will be made; the possibility that various conditions for the Takeover Offer may not be satisfied or waived; the effects of the Takeover Offer on relationships with employees, other business partners or governmental entities; that the Bidder and Novartis AG may not realize the potential benefits of the Takeover Offer; transaction costs associated with the Takeover Offer; that the Company’s expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; the Company's reliance on collaborations with third parties; estimating the commercial potential of the Company’s development programs; and other risks indicated in the risk factors included in the Company’s filings with the SEC, including the Company’s Annual Report on Form 20-F, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company and the Tender Offer Statement on Schedule TO and related Takeover Offer Documents filed by the Bidder and Novartis AG. 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. The Company and the Bidder expressly disclaim 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.
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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
Source: MorphoSys AG
FAQ
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