Commencement of Novartis’ Tender Offer for MorphoSys AG

Novartis has officially released the offer document for its subsidiary, Novartis BidCo AG’s, voluntary public takeover bid for all outstanding shares of MorphoSys AG, inclusive of MorphoSys American Depositary Shares (ADS), at an offer price of EUR 68.00 per share in cash. This price offers a significant premium of 142% over the volume-weighted average price for the preceding three months, up to the unaffected close on January 25, 2024.

The offer is subject to specific terms and conditions delineated in the offer document, which includes a minimum acceptance threshold of 65%. Both the German and a non-binding English translation of the offer document, alongside other pertinent information, are accessible on Novartis’ investor website. Approval for the publication of the offer document has been granted by the German Federal Financial Supervisory Authority (BaFin).

MorphoSys’ Management Board and Supervisory Board have announced their intent to recommend the acceptance of the offer to shareholders, following a thorough review of the offer document.

The acceptance period for the offer commences today and concludes on May 13, 2024, at 24:00 hours CEST and 18:00 hours EDT. Once all mandatory antitrust clearances are secured, payment of the offer price for the tendered MorphoSys shares and ADS will be made shortly after the publication of the tender results for the said period, contingent upon meeting the minimum acceptance threshold and other offer conditions.

Novartis has appointed Georgeson as its information agent, while Deutsche Bank and The Bank of New York Mellon serve as share and ADS tender agents, respectively.

During the period from today until May 30, 2024, shareholders and ADS holders can utilize dedicated hotlines for assistance.

Further details and provisions regarding the Takeover Offer can be found in the offer document published by Novartis BidCo AG, approved by BaFin and filed with the U.S. Securities and Exchange Commission (SEC). Additionally, relevant documents including Tender Offer Statement on Schedule TO and Solicitation/Recommendation Statement on Schedule 14D-9 have been filed with the SEC.

Stockholders and investors are strongly encouraged to review these documents meticulously before making any decisions regarding the Takeover Offer. Copies of these materials are available free of charge through various channels, including the SEC’s website and Novartis’ investor relations department.

Novartis AG and the Bidder have obtained relief from the SEC to conduct the Takeover Offer in compliance with both German and U.S. laws.

Acceptance of the Takeover Offer by stockholders residing outside Germany and the United States may be subject to additional legal requirements specific to their jurisdictions.

Finally, this press release includes forward-looking statements regarding Novartis AG, the Bidder, MorphoSys, and the Offer. These statements involve inherent risks and uncertainties, and readers are advised to exercise caution and not to rely unduly on such forward-looking statements.

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