UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
(Rule 14d-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR (13)(E)(1)
OF THE SECURITIES EXCHANGE
ACT OF 1934
MORPHOSYS
AG
(Name of Subject Company (Issuer))
NOVARTIS
DATA42 AG
an indirect wholly owned subsidiary of
NOVARTIS
AG
(Name of Filing Persons (Offerors))
American
Depositary Shares, each representing ¼ of an Ordinary Shares, no-par value
Ordinary Shares, no-par value
(Title of Class of Securities)
617760202
(CUSIP Number of Class of Securities)
Karen L. Hale
Chief Legal Officer
Novartis
AG
Lichstrasse 35
CH-4056 Basel
Switzerland
Telephone: +41-61-324-1111
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Jenny Hochenberg
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, NY 10022
Telephone: +1 212-277-4000
CALCULATION OF FILING
FEE
| Transaction Valuation |
|
Amount of Filing Fee* |
| Not applicable |
|
Not applicable |
| * |
Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: None |
|
Filing Party: N/A |
| Form of Registration No.: N/A |
|
Date Filed: N/A |
| x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
| |
x |
Third-party tender offer subject to Rule 14d-1. |
| |
¨ |
Issuer tender offer subject to Rule 13e-4. |
| |
¨ |
Going-private transaction subject to Rule 13e-3. |
| |
¨ |
Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a
final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es)
below to designate the appropriate rule provision(s) relied upon:
| |
¨ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
¨ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
The
pre-commencement communications filed under cover of this Tender Offer Statement on Schedule TO are being filed by Novartis AG, a
company organized under the laws of Switzerland (the “Parent” or “Novartis”), and Novartis data42 AG
(the “Bidder”), an indirect wholly owned subsidiary of the Parent, related to a planned tender offer by the Bidder for
all of the outstanding ordinary shares, no-par value, of MorphoSys AG, a publicly listed stock corporation
(Aktiengesellschaft) incorporated under the laws of Germany (the “Company”), at an offer price of EUR 68.00 per
share in cash, without interest, pursuant to the Business Combination Agreement, dated as of February 5, 2024, by and among the
Parent, the Bidder and the Company.
Forward Looking Statements
This communication contains statements of historical fact or “forward
looking statements” including with respect to the proposed acquisition of the Company by Novartis. Forward-looking statements can
generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,”
“could,” “would,” “expect,” “anticipate,” “look forward,” “believe,”
“committed,” “investigational,” “pipeline,” “launch,” or similar terms, or by express
or implied discussions regarding the ability of Novartis and the Company to complete the transactions contemplated by the business combination
agreement (including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the
other conditions set forth in the business combination agreement), the expected timetable for completing the transaction, the benefits
sought to be achieved in the proposed transaction, the potential effects of the proposed transaction on Novartis and the Company, the
potential marketing approvals, new indications or labeling for the product candidates the Company is developing, including Pelabresib,
or regarding expected benefits and success of, or potential future revenues from such products. You should not place undue reliance on
these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events, and are subject
to significant known and unknown risks and uncertainties. Such risks and uncertainties include, but are not limited to: the risk that
the closing conditions for the proposed transaction will not be satisfied, including the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that are not anticipated; uncertainty as to the percentage of the Company
shareholders that will support the proposed transaction and tender their shares in the offer; the risk of shareholder litigation relating
to the proposed transaction, including resulting expense or delay; the possibility that the proposed transaction will not be completed
in the expected timeframe or at all, potential adverse effects to the businesses of Novartis or the Company during the pendency of the
proposed transaction, such as employee departures or distraction of management from business operations, the potential that the expected
benefits and opportunities of the proposed transaction, if completed, may not be realized or may take longer to realize than expected,
risks related to the integration of the Company into Novartis subsequent to the closing of the proposed transaction and the timing of
such integration. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those set forth in the forward-looking statements. A further list and descriptions of these risks uncertainties
and other factors can be found in the current Form 20-F filed by Novartis with the U.S. Securities and Exchange Commission (the “SEC”).
Novartis is providing the information in this communication as of this
date and does not undertake any obligation to update any forward-looking statements contained in this communication as a result of new
information, future events or otherwise.
Important Information about the Tender Offer
The tender offer described in this communication has not yet commenced,
and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. The terms and conditions of
the tender offer will be published in, and the offer to purchase ordinary shares of the Company will be made only pursuant to, the offer
document and related offer materials prepared by Novartis and the Bidder and as approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicat or “BaFin”). Once the necessary permission from BaFin has been
obtained, the offer document and related offer materials will be published in Germany and also filed with the SEC on Schedule TO at the
time the tender offer is commenced. The Company intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC
with respect to the tender offer and to publish a recommendation statement pursuant to Sec. 27 of the German Securities Acquisition and
Takeover Act.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE
TENDER OFFER STATEMENT, INCLUDING AN OFFER TO PURCHASE, MEANS TO TENDER AND RELATED TENDER OFFER DOCUMENTS THAT WILL BE FILED BY NOVARTIS
AND THE BIDDER WITH THE SEC AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY THE COMPANY
WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Once filed,
these documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase,
means to tender and certain other related tender offer documents (once they become available) may also be obtained for free on Novartis’
website at www.novartis.com/investors/morphosys-acquisition. A copy of the solicitation/recommendation statement will be made available
by the Company at www.morphosys.com/en/investors/Novartis-TakeoverOffer or by contacting the Company’s investor relations
department at +49 89 89927 179. These materials may also be obtained through the information agent for the tender offer, which will be
named in the tender offer materials.
EXHIBIT INDEX
Exhibit 99.1
 |
Novartis International AG
Novartis Global Communications
CH-4002 Basel
Switzerland
https://www.novartis.com
https://twitter.com/novartisnews |
MEDIA & INVESTOR RELEASE
Novartis to strengthen oncology pipeline
with agreement to acquire MorphoSys AG for EUR 68 per share or an aggregate of EUR 2.7bn in cash
| · | Transaction
to include pelabresib, a late-stage BET inhibitor for myelofibrosis (MF) and tulmimetostat,
an early-stage investigational dual inhibitor of EZH2 and EZH1 for solid tumors or lymphomas |
| · | Pelabresib
recently met its primary endpoint of spleen volume reduction and demonstrated favorable trends
in symptom improvement with a well-tolerated safety profile in Phase 3 MANIFEST-2 study,
when administered in combination with ruxolitinib in JAK inhibitor-naive MF patients1 |
| · | Pelabresib
and ruxolitinib combination offers potential for practice changing, first line of treatment
in myelofibrosis with regulatory filing with the U.S. FDA planned for H2 2024 |
| · | Transaction
aligns with Novartis strategic focus on oncology, and strengthens company’s efforts
in developing next-generation treatment options for cancer |
| · | EUR
68 per share (or EUR 2.7bn aggregate) all-cash transaction unanimously approved by Novartis
and MorphoSys Boards, expected to close in H1 2024, subject to customary closing conditions,
including a minimum acceptance threshold of 65% of outstanding shares tendered in the takeover
offer and regulatory approvals |
Basel, February 05, 2024 –
Novartis today announced that it has entered into an agreement to make a voluntary public takeover offer to acquire MorphoSys AG (FSE:
MOR; NASDAQ: MOR), a Germany-based, global biopharmaceutical company developing innovative medicines in oncology. The acquisition, which
is subject to customary closing conditions, including a minimum acceptance threshold of 65% of outstanding shares tendered in the takeover
offer and regulatory approvals, further expands and complements Novartis pipeline in oncology, one of its priority therapeutic areas,
while also enhancing Novartis global footprint in hematology.
Upon completion of the acquisition,
Novartis will own pelabresib (CPI-0610), a novel and potentially practice changing treatment option with a well-tolerated safety profile
provided in combination with ruxolitinib for patients with myelofibrosis (MF). It will also include tulmimetostat (CPI-0209), an early-stage
investigational dual inhibitor of enhancer of zeste homolog 1 and 2 (EZH1 and EZH2) proteins currently being tested in patients with
solid tumors or lymphomas.
Pelabresib in combination with ruxolitinib
recently met its primary endpoint of spleen volume reduction in the Phase 3 MANIFEST-2 study in JAK inhibitor-naive MF patients1.
The combination also demonstrated favorable trends in symptom improvement as evidenced by key secondary endpoints of absolute and 50%
change in total symptom score (TSS) at week 24 compared to baseline. All four clinical hallmarks of disease in myelofibrosis –
splenomegaly, disease-associated symptoms, anemia and bone marrow fibrosis – were improved with the pelabresib and ruxolitinib
combination. In the earlier Phase 2 MANIFEST trial, the third arm of the study with a patient population comparable to MANIFEST-2, showed
durable improvements in both spleen volume and total symptom score up to week 602. Regulatory filing with the U.S. FDA is
planned for the second half of 2024.
“We are excited about the opportunity
of bringing pelabresib, a potential next-generation treatment combined with ruxolitinib, to people living with myelofibrosis, a rare
and debilitating form of blood cancer,” said Shreeram Aradhye, M.D., President, Development and Chief Medical Officer of Novartis.
“With the planned acquisition of MorphoSys, we aim to further strengthen our leading pipeline and portfolio in oncology, adding
to our capabilities and expertise. Building on our long-standing development partnership with MorphoSys, we look forward to continuing
our work together to realize the full impact and value of their investigational medicines for patients with unmet needs.”
Pelabresib is an investigational small
molecule designed to promote anti-tumor activity by selectively inhibiting the function of bromodomain and extra-terminal domain (BET)
proteins to decrease the expression of abnormally expressed genes in cancer. Pelabresib is also being studied in patients with essential
thrombocythemia (ET), which is currently in Phase 2 in second line of treatment. Besides pelabresib, MorphoSys’ pipeline includes
a broad portfolio of partnered assets of which some are in partnership with Novartis, including ianalumab (VAY736) which is studied across
multiple immunological diseases and in hematology.
Transaction Details
Under the agreed transaction, which
has been unanimously approved by the Board of Directors of both companies, Novartis will make a voluntary public takeover offer for all
no-par value bearer shares of MorphoSys AG for EUR 68 per share (or an aggregate of EUR 2.7bn).
The transaction is subject to customary
closing conditions, including acceptance of the takeover offer by at least 65% of MorphoSys AG’s outstanding shares and receipt
of regulatory approvals and is expected to close in the first half of 2024. Until the transaction closes, MorphoSys AG will continue
to operate as a separate, independent company.
About Pelabresib (CPI-0610)
Pelabresib (CPI-0610) is an investigational
small molecule designed to promote anti-tumor activity selectively by inhibiting the function of bromodomain and extra-terminal domain
(BET) proteins to decrease the expression of abnormally expressed genes in cancer. Pelabresib is being investigated as a treatment for
myelofibrosis and has not yet been approved by any regulatory authorities. The development of pelabresib was funded in part by The Leukemia
and Lymphoma Society®.
About Myelofibrosis
Myelofibrosis is a blood cancer –
belonging to a group of diseases called myeloproliferative neoplasms – caused by genetic abnormalities in bone marrow stem cells
and characterized by four hallmarks: enlarged spleen, anemia, impaired bone marrow microenvironment causing fibrosis, and debilitating
disease-associated symptoms, including severe fatigue, night sweats, itching, increased bleeding and significant pain caused by their
enlarged spleen. For many living with myelofibrosis, the combination of symptoms often severely impacts their quality of life. At diagnosis,
several factors, such as age, genetics and bloodwork, help determine a patient’s long-term prognosis. About 90% of newly diagnosed
patients have intermediate- to high-risk disease, which has a worse prognosis and a higher likelihood of disease-associated symptoms.
While JAK inhibitors, the current standard of care, address some aspects of the disease, no agent provides broad disease control. There
is an urgent need for novel, well-tolerated therapeutic options capable of changing the natural course of myelofibrosis to provide patients
with deep and durable responses across its four hallmarks.
About Tulmimetostat (CPI-0209),
Tulmimetostat (CPI-0209) is an investigational compound designed to exert anti-tumor activity by inhibiting the function of enhancer
of zeste homolog 1 and 2 (EZH2 and EZH1) proteins to reactivate silenced genes like tumor suppressor genes. Tulmimetostat is being tested
as a once-daily oral treatment in a Phase 1/2 trial (NCT04104776) in patients with advanced solid tumors or lymphomas, including ARID1A-mutated
ovarian clear cell carcinoma and endometrial carcinoma, diffuse large B-cell lymphoma, peripheral T-cell lymphoma, BAP1-mutated mesothelioma
and castration-resistant prostate cancer.
Forward Looking Statements
This press release contains statements
of historical fact or “forward looking statements”, including with respect to the proposed acquisition of MorphoSys by Novartis.
Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,”
“plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look
forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,”
or similar terms, or by express or implied discussions regarding the ability of Novartis and MorphoSys to complete the transactions contemplated
by the business combination agreement (including the parties’ ability to satisfy the conditions to the consummation of the offer
contemplated thereby and the other conditions set forth in the business combination agreement), the expected timetable for completing
the transaction, the benefits sought to be achieved in the proposed transaction, the potential effects of the proposed transaction on
Novartis and MorphoSys, the potential marketing approvals, new indications or labeling for the product candidates MorphoSys is developing,
including Pelabresib, or regarding expected benefits and success of, or potential future revenues from such products. You should not
place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding
future events, and are subject to significant known and unknown risks and uncertainties. Such risks and uncertainties include, but are
not limited to: the risk that the closing conditions for the proposed transaction will not be satisfied, including the risk that the
necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; uncertainty as
to the percentage of MorphoSys’ shareholders that will support the proposed transaction and tender their shares in the offer; the
risk of shareholder litigation relating to the proposed transaction, including resulting expense or delay; the possibility that the proposed
transaction will not be completed in the expected timeframe or at all, potential adverse effects to the businesses of Novartis or MorphoSys
during the pendency of the proposed transaction, such as employee departures or distraction of management from business operations, the
potential that the expected benefits and opportunities of the proposed transaction, if completed, may not be realized or may take longer
to realize than expected, risks related to the integration of the MorphoSys into Novartis subsequent to the closing of the proposed transaction
and the timing of such integration. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. A further list and descriptions
of these risks uncertainties and other factors can be found in the current Form 20-F filed by Novartis AG with the U.S. Securities and
Exchange Commission (the “SEC”). Novartis is providing the information in this press release as of this date and does not
undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future
events or otherwise.
Important Information about the Tender
Offer
This press release is neither an offer
to sell or purchase nor a solicitation of an offer to sell or purchase MorphoSys shares. Moreover, this announcement is neither an offer
to purchase nor a solicitation to purchase shares of Novartis data42 AG. The final terms and further provisions regarding the takeover
offer (also referred to a tender offer) will be in the offer document once its publication has been approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicat or “BaFin”). Novartis data42 AG reserves the
right to deviate from the basic terms presented herein in the final terms and provisions. Investors and holders of MorphoSys shares are
strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they
are published, as they will contain important information.
Subject to the exceptions described
in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made, directly
or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.
The tender offer described in this press
release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
The terms and conditions of the tender offer will be published in, and the offer to purchase ordinary shares of MorphoSys will be made
only pursuant to, the offer document and related offer materials prepared by Novartis and Novartis data42 AG and as approved by BaFin.
Once the necessary permission from BaFin has been obtained, the offer document and related offer materials will be published in Germany
and also filed with the SEC on Schedule TO at the time the tender offer is commenced. MorphoSys intends to file a solicitation/recommendation
statement on Schedule 14D-9 with the SEC with respect to the tender offer and to publish a recommendation statement pursuant to Sec.
27 of the German Securities Acquisition and Takeover Act.
In order to reconcile certain areas
where German law and U.S. law conflict, Novartis and Novartis data42 AG expect to request no-action and exemptive relief from the SEC
to conduct the tender in the manner described in the offer document.
Novartis and its affiliates or brokers
(acting as agents of Novartis data42 AG or its affiliates, if any) may, to the extent permitted by applicable laws or regulations, directly
or indirectly, acquire shares in MorphoSys or enter into agreements to acquire shares outside of the tender offer before, during or after
the term of the tender offer. This also applies to other securities convertible into, exchangeable for or exercisable for shares of MorphoSys.
These purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms. If such purchases
or agreements to purchase are made, they will be made outside the United States and will comply with applicable law, including, to the
extent applicable, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (including pursuant to any
requested no-action and exemptive relief from the SEC).
All information regarding such purchases
will be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction. In addition, the
financial advisors of Novartis may also act in the ordinary course of trading in securities of MorphoSys, which may include purchases
or agreements to purchase such securities.
INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT, INCLUDING AN OFFER TO PURCHASE, MEANS OF TENDER AND RELATED TENDER OFFER DOCUMENTS
THAT WILL BE FILED BY NOVARTIS AND NOVARTIS DATA42 AG WITH THE SEC AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 THAT WILL BE FILED BY MORPHOSYS WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Once filed, these documents will be
available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, means of tender and certain
other related tender offer documents (once they become available) may also be obtained for free on Novartis AG’s website at www.novartis.com/investors/morphosys-acquisition.
A copy of the solicitation/recommendation statement will be made available by MorphoSys at morphosys.com/en/investors/Novartis-TakeoverOffer
or by contacting MorphoSys’ investor relations department at +49 89 89927 179. These materials may also be obtained through the
information agent for the tender offer, which will be named in the tender offer materials.
About Novartis
Novartis is an innovative medicines
company. Every day, we work to reimagine medicine to improve and extend people’s lives so that patients, healthcare professionals
and societies are empowered in the face of serious disease. Our medicines reach more than 250 million people worldwide.
Reimagine medicine with us: Visit us
at https://www.novartis.com and connect with us on LinkedIn, Facebook,
X/Twitter and Instagram.
References
| 1. | 2023-12-11_Rampal
R_MANIFEST-2_ASH 2023_Oral 628 |
| 2. | 2023_Manifest
Arm 3 results_Mascarenas et al J Clin Oncol 41:4993-5004 |
# # #
Novartis Media Relations
E-mail: media.relations@novartis.com
|
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| Central |
|
North America |
|
| Richard Jarvis |
+41 79 584 2326 |
Julie Masow |
+1 862 579 8456 |
Anja von Treskow
Anna Schäfers |
+41 79 392 9697
+41 79 801 7267 |
Michael Meo
Marlena Abdinoor |
+1 862 274 5414
+1 617 335 9525 |
Switzerland
Satoshi Sugimoto |
+41 79 619 2035 |
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Novartis Investor Relations
Central investor relations line:
+41 61 324 7944
E-mail: investor.relations@novartis.com
|
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North America |
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| Samir Shah |
+41 61 324 7944 |
Sloan Simpson |
+1 862 345 4440 |
| Isabella Zinck |
+41 61 324 7188 |
Jonathan Graham |
+1 201 602 9921 |
| Nicole Zinsli-Somm |
+41 61 324 3809 |
Parag Mahanti |
+1 973 876 4912 |
| Imke Kappes |
+41 61 324 8269 |
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| Zain Iqbal |
+41 61 324 0390 |
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Exhibit 99.2
Novartis data42 AG
Publication of the decision to launch a voluntary
public takeover offer
(freiwilliges öffentliches Übernahmeangebot) in accordance with sec. 10 para. 1 sentence 1 in conjunction
with sec. 29 para.
1 and sec. 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz)
Bidder:
Novartis data42 AG
Lichtstraße 35
4056 Basel, Switzerland
registered with the commercial register office of the Canton of Basel-City
under company number
CHE- 477.907.492
Target Company:
MorphoSys AG
Semmelweisstrasse 7
82152 Planegg
registered in the commercial register of the local court of Munich
under HRB 121023.
ISIN: DE0006632003
Novartis data42 AG (in future: Novartis BidCo
AG) (BidCo), a wholly-owned (indirect) subsidiary of Novartis AG (Novartis), has decided on 5 February 2024, to offer to the shareholders
of MorphoSys AG (MorphoSys), by way of a voluntary public takeover offer, to acquire all no-par value bearer shares in MorphoSys, each
representing a pro rata amount of the registered share capital of MorphoSys of EUR 1.00 per share (ISIN: DE0006632003) (MorphoSys
Shares) against payment of a cash consideration in the amount of EUR 68.00 per MorphoSys Share.
BidCo and Novartis also entered into a business
combination agreement with MorphoSys, which contains the principal terms and conditions of the takeover offer, as well as the mutual intentions
and understandings relating thereto.
The consummation of the transaction will be subject
to certain closing conditions. These will include, inter alia, receipt of the required antitrust clearances and achieving a minimum acceptance
of at least 65% of the MorphoSys Shares.
BidCo further reserves the right, to the extent
legally permissible, to modify the final terms and conditions of the offer and to deviate from the above conditions and other key parameters,
including by providing for additional conditions.
The offer document and further notifications relating
to the takeover offer will be published on the internet under www.novartis.com/investors/morphosys-acquisition.
Forward Looking Statements
This announcement contains statements of historical
fact or “forward looking statements”, including with respect to the proposed acquisition of MorphoSys by Novartis. Forward-looking
statements can generally be identified by words such as “potential,” “can,” “will,” “plan,”
“may,” “could,” “would,” “expect,” “anticipate,” “look forward,”
“believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar
terms, or by express or implied discussions regarding the ability of Novartis and MorphoSys to complete the transactions contemplated
by the business combination agreement (including the parties’ ability to satisfy the conditions to the consummation of the offer
contemplated thereby and the other conditions set forth in the business combination agreement), the expected timetable for completing
the transaction, the benefits sought to be achieved in the proposed transaction, the potential effects of the proposed transaction on
Novartis and MorphoSys, the potential marketing approvals, new indications or labeling for the product candidates MorphoSys is developing,
including Pelabresib, or regarding expected benefits and success of, or potential future revenues from such products. You should not place
undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future
events, and are subject to significant known and unknown risks and uncertainties. Such risks and uncertainties include, but are not limited
to: the risk that the closing conditions for the proposed transaction will not be satisfied, including the risk that the necessary regulatory
approvals may not be obtained or may be obtained subject to conditions that are not anticipated; uncertainty as to the percentage of MorphoSys
shareholders that will support the proposed transaction and tender their shares in the offer; the risk of shareholder litigation relating
to the proposed transaction, including resulting expense or delay; the possibility that the proposed transaction will not be completed
in the expected timeframe or at all, potential adverse effects to the businesses of Novartis or MorphoSys during the pendency of the proposed
transaction, such as employee departures or distraction of management from business operations, the potential that the expected benefits
and opportunities of the proposed transaction, if completed, may not be realized or may take longer to realize than expected, risks related
to the integration of the MorphoSys into Novartis subsequent to the closing of the proposed transaction and the timing of such integration.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those set forth in the forward-looking statements. A further list and descriptions of these risks uncertainties and other
factors can be found in the current Form 20-F filed by Novartis with the U.S. Securities and Exchange Commission (SEC).
Novartis is providing the information in this
announcement as of this date and does not undertake any obligation to update any forward-looking statements contained in this announcement
as a result of new information, future events or otherwise.
Important Information about the Tender Offer
This announcement is neither an offer to sell
or purchase nor a solicitation of an offer to sell or purchase MorphoSys shares. Moreover, this announcement is neither an offer to purchase
nor a solicitation to purchase shares of BidCo. The final terms and further provisions regarding the takeover offer (also referred to
a tender offer) will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin). BidCo reserves the right to deviate from the basic terms presented
herein in the final terms and provisions. Investors and holders of MorphoSys shares are strongly recommended to read the offer document
and all other documents in connection with the public takeover offer as soon as they are published, as they will contain important information.
Subject to the exceptions described in the offer
document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made, directly or indirectly,
in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.
The
tender offer described in this announcement has not yet commenced, and this announcement is neither an offer to purchase nor a solicitation
of an offer to sell securities. The terms and conditions of the tender offer will be published in, and the offer to purchase ordinary
shares of MorphoSys will be made only pursuant to, the offer document and related offer materials prepared by Novartis and BidCo and as
approved by BaFin. Once the necessary permission from BaFin has been obtained,
the offer document and related offer materials will be published in Germany and also filed with the SEC on Schedule TO at the time the
tender offer is commenced. MorphoSys intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect
to the tender offer and to publish a recommendation statement pursuant to Sec. 27 of the German Securities Acquisition and Takeover Act.
In order to reconcile certain areas where German
law and U.S. law conflict, Novartis and BidCo expect to request no-action and exemptive relief from the SEC to conduct the tender in the
manner described in the offer document.
Novartis and its affiliates or brokers (acting
as agents of BidCo or its affiliates, if any) may, to the extent permitted by applicable laws or regulations, directly or indirectly,
acquire shares in MorphoSys or enter into agreements to acquire shares outside of the tender offer before, during or after the term of
the tender offer. This also applies to other securities convertible into, exchangeable for or exercisable for shares of MorphoSys. These
purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms. If such purchases
or agreements to purchase are made, they will be made outside the United States and will comply with applicable law, including, to the
extent applicable, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (including pursuant to any
requested no-action and exemptive relief from the SEC).
All information regarding such purchases will
be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction. In addition, the financial
advisors of Novartis may also act in the ordinary course of trading in securities of MorphoSys, which may include purchases or agreements
to purchase such securities.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY
ADVISED TO READ THE TENDER OFFER STATEMENT, INCLUDING AN OFFER TO PURCHASE, MEANS TO TENDER AND RELATED TENDER OFFER DOCUMENTS) THAT WILL
BE FILED BY NOVARTIS AND BIDCO WITH THE SEC AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED
BY MORPHOSYS WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Once filed, these documents will be available
at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, means to tender and certain other
related tender offer documents (once they become available) may also be obtained for free on Novartis’s website at www.novartis.com/investors/morphosys-acquisition.
A copy of the solicitation/recommendation statement will be made available by MorphoSys at www.morphosys.com/en/investors/Novartis-TakeoverOffer
or by contacting MorphoSys’s investor relations department at +49 89 89927 179. These materials may also be obtained through the
information agent for the tender offer, which will be named in the tender offer materials.
Basel, 5 February 2024
Novartis data42 AG
Administrative Board
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