Ad hoc: Novartis BidCo Germany AG Intends to Implement a Merger Squeeze-out of MorphoSys AG's Minority Shareholders
PLANEGG and MUNICH, GERMANY / ACCESSWIRE / June 20, 2024 / MorphoSys AG (FSE:MOR)(NASDAQ:MOR) announces that Novartis BidCo Germany AG informed the MorphoSys AG Management Board of its intention to merge MorphoSys AG as transferring company into Novartis BidCo Germany AG. Novartis BidCo Germany AG proposed to enter negotiations with the MorphoSys AG Management Board on a merger agreement.
In connection with the merger of MorphoSys AG into Novartis BidCo Germany AG, Novartis BidCo Germany AG today also submitted the formal request pursuant to section 62 para. 5 of the German Transformation Act in conjunction with section 327a para. 1 of the German Stock Corporation Act to initiate the procedure for transferring the shares of MorphoSys AG's minority shareholders to Novartis BidCo Germany AG against an adequate cash compensation (merger squeeze-out), and to ensure that the necessary shareholders' resolution on the merger squeeze-out is adopted at the MorphoSys AG Annual General Meeting expected to take place in August 2024.
Novartis BidCo Germany AG confirmed that it currently holds approximately 91.04% of the total MorphoSys AG share capital. Therefore, Novartis BidCo Germany AG is the majority shareholder of MorphoSys AG within the meaning of section 62 para. 5 of the German Transformation Act in conjunction with section 327a para. 1 of the German Stock Corporation Act. The amount of the adequate cash compensation that Novartis BidCo Germany AG, as majority shareholder, will grant to MorphoSys AG's minority shareholders for the transfer of their shares has not yet been determined.
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END OF AD HOC ANNOUNCEMENT
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This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of MorphoSys AG.
MorphoSys Forward Looking Statements
This communication contains certain forward-looking statements concerning the Company, Novartis BidCo Germany AG and the merger squeeze-out 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.
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 the timing of the merger squeeze-out; the effects of the merger squeeze-out on relationships with employees, other business partners or governmental entities; that Novartis BidCo Germany AG and Novartis AG may not realize the potential benefits of the acquisition of the Company by Novartis AG; transaction costs associated with the merger squeeze-out; potential operational difficulties with integrating MorphoSys with Novartis AG; 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. 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 expressly disclaims 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.
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, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.
For more information, please contact:
MorphoSys AG
Dr. Julia Neugebauer
Vice President, Global Investor Relations
Tel: +49 (0)89 / 899 27 179
[email protected]
SOURCE: MorphoSys AG
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