Novartis Completes Tender Offer to Acquire MorphoSys AG for EUR 68 per Share

Novartis BidCo AG, a wholly owned subsidiary of Novartis AG, has announced the results of its voluntary public takeover offer for the shares of MorphoSys AG, including those represented by American Depositary Shares (ADS). By the end of the acceptance period on May 13, 2024, the offer had been accepted by approximately 79.6% of MorphoSys's total share capital. This includes about 11.6% of the share capital purchased by Novartis BidCo AG outside the offer. The minimum acceptance threshold of 65% was successfully met. Settlement of the shares tendered during this initial period is scheduled for May 23, 2024.

Following this, a statutory two-week additional acceptance period will begin on May 17, 2024, and will close on May 30, 2024. Shareholders who have not yet tendered their MorphoSys shares, including those represented by ADS, can still accept the offer during this time.

With the fulfillment of all offer conditions, Novartis is set to commence the integration of MorphoSys. This integration will enhance Novartis's oncology pipeline, granting full access to pelabresib (CPI-0610), a novel BET inhibitor being explored in combination with ruxolitinib for myelofibrosis treatment. Additionally, Novartis will gain access to tulmimetostat (CPI-0209), an early-stage investigational dual inhibitor of EZH1 and EZH2, currently under evaluation for solid tumors or lymphomas. The integration also includes a broad portfolio of partnered assets, some in collaboration with Novartis, such as ianalumab (VAY736).

Alongside the integration, Novartis is progressing with plans for the delisting of MorphoSys and implementing a domination and profit and loss transfer agreement with the company. Georgeson is acting as the information agent for the offer, while Deutsche Bank is the share tender agent, and The Bank of New York Mellon is the ADS tender agent.

The offer document and additional details are accessible on the Novartis website. Shareholders and investors are encouraged to refer to these materials for comprehensive information regarding the offer.

This acquisition is poised to significantly strengthen Novartis’s position in the oncology sector, adding innovative treatments to its pipeline and expanding its research capabilities. The integration of MorphoSys’s assets, particularly pelabresib and tulmimetostat, aligns with Novartis’s strategic focus on addressing unmet medical needs in oncology and other therapeutic areas.