This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) previously filed by Constellation Pharmaceuticals, Inc., a
Delaware corporation (the Company), with the Securities and Exchange Commission on June 16, 2021, relating to the tender offer by MorphoSys Development Inc., a Delaware corporation (Purchaser)
and an indirect wholly owned subsidiary of MorphoSys AG, a German stock corporation (Aktiengesellschaft) (Parent), to purchase all of the outstanding shares of the Companys common stock, par value $0.0001 per
share (the Shares and each, a Share), at a price per Share of $34.00, net to the holder in cash, without interest and subject to any withholding of taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 16, 2021, as it may be amended or supplemented from time to time, and the related Letter of Transmittal, as it may be amended or supplemented from time to time (together with the Offer
to Purchase, the Offer). Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged
and is incorporated herein by reference as relevant to the items in this Amendment No. 3. This Amendment No. 3 is being filed to reflect certain updates as set forth below.
Item 4. THE SOLICITATION OR RECOMMENDATION.
Item
4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The following sentences are added
immediately after the third sentence of the twenty-eighth paragraph under the heading Background of the Offer and the Merger on page 13:
The amended confidentiality agreements with Party E and Party F included a customary standstill provision that prohibited the restricted
party from making a request to the Company to waive the terms of such standstill restriction. Each standstill provision provided that it would terminate automatically if the Company entered into a definitive agreement to be sold.
The following sentence replaces in its entirety the second sentence of the thirty-first paragraph under the heading Background of the Offer and the
Merger on page 13:
On May 4, 2021, Party G executed an amendment to its
pre-existing confidentiality agreement (which included a customary standstill provision that prohibited the restricted party from making a request to the Company to waive the terms of such standstill
restriction but that would terminate automatically if the Company entered into a definitive agreement to be sold and permitted confidential approaches to the Company Board during the standstill period) and received access to a virtual data room, and
over the following weeks participated in virtual management meetings and due diligence sessions hosted by the Company and in virtual meetings, follow-up calls and email exchanges with members of the
Companys management.
The following sentence is added immediately after the second sentence of the fourth paragraph under the heading
Selected Public Company Analysis on page 26:
These qualitative judgments related, among other things, to the
differing sizes, growth prospects and degree of operational risk between the Company and such selected companies.