Form SC TO-T/A - Tender offer statement by Third Party: [Amend]
25 May 2024 - 6:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 13)
MORPHOSYS AG
(Name of Subject Company (Issuer))
NOVARTIS BIDCO AG
an indirect wholly owned subsidiary of
NOVARTIS AG
(Name of Filing Persons (Offerors))
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
Fax: +41-61-324-7826
(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 Ave.
New York, NY 10022
Telephone: +1 646 863-1626 |
​ |
​ |
Doug Smith
Freshfields Bruckhaus Deringer LLP
100 Bishopsgate
London EC2P 2SR
United Kingdom
+44 20 7936 4000 |
​ |
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) |
This Amendment No. 13
(this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the “SEC”) on April 11, 2024 (together with any amendments and supplements hereto, the “Schedule
TO”) by Novartis AG, a stock corporation organized under the Laws of Switzerland (“Novartis”) and Novartis
BidCo AG, a stock corporation organized under the Laws of Switzerland and an indirect wholly owned subsidiary of Novartis AG (the “Bidder”
and, together with the Novartis, the “Filing Persons”). The Schedule TO relates to the voluntary takeover offer
(the “Takeover Offer”) by the Bidder to purchase all no-par value registered shares (the “MorphoSys Shares”)
in MorphoSys AG (“MorphoSys”), including the MorphoSys Shares represented by American Depositary Shares (“MorphoSys
ADSs”), pursuant to a Business Combination Agreement, dated as of February 5, 2024, among MorphoSys and the Filing Persons.
The terms and conditions of the Takeover Offer are described in the Offer Document, dated as of April 11, 2024, copy of which was
filed as Exhibit (a)(1)(A) to the Schedule TO (the “Offer Document”), and, where applicable, the related
Declaration of Acceptance or ADS Letter of Transmittal and the instructions thereto, copies of which were filed as Exhibits (a)(1)(B) and
(a)(1)(E), respectively, to the Schedule TO.
This Amendment is being filed
solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment,
the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference
to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
ITEMS 1 THROUGH 11.
Items 1 through 11 of the
Schedule TO are hereby amended and supplemented by adding the following:
On May 24, 2024, the
Bidder submitted a notification of major holdings to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) (the “Notification of Major Holdings”) announcing that the Bidder acquired 29,970,913 MorphoSys Shares, representing
approximately 79.46% of the share capital and the voting rights, excluding treasury shares held by MorphoSys, as of May 23, 2024.
The Notification of Major Holdings is filed hereto as Exhibit (a)(5)(T) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO
is hereby amended and supplemented by adding the following:
SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 24, 2024
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NOVARTIS BIDCO AG |
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By: |
/s/ David Quartner |
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Name: |
David Quartner |
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Title: |
As Attorney |
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By: |
/s/ Lukas Gilgen |
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Name: |
Lukas Gilgen |
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Title: |
As Attorney |
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NOVARTIS AG |
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By: |
/s/ David Quartner |
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Name: |
David Quartner |
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Title: |
As Attorney |
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By: |
/s/ Lukas Gilgen |
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Name: |
Lukas Gilgen |
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Title: |
As Attorney |
Exhibit (a)(5)(T)
Notification of Major Holdings
This form is for information purpose only. From
1 July 2020 on submission of a notification to BaFin and to the
company must be made electronically. The notification to BaFin has
to be submitted by using BaFin’s MVP-Portal.
x
Notification of Major Holdings
or
¨ Correction
of a notification of Major Holdings dated |
1. Details of issuer |
Name:
MorphoSys AG |
Legal Entity Identifier (LEI):
529900493806K77LRE72
|
Street, Street number:
Semmelweisstrasse 7 |
Postal code:
82152 |
City:
Planegg
|
2.
Reason for notification (multiple reasons possible)
x
Acquisition/disposal of shares with voting rights
¨
Acquisition/disposal of instruments
¨
Change of breakdown of voting rights
¨
Other reason:
|
3.
Details of person subject to the notification obligation |
|
Natural
person (first name, surname):
Date of birth: |
Legal
entity:
Novartis AG
City of registered office, country:
Lichtstrasse 35, 4056 Basel, Switzerland
|
4.
Name(s) of shareholder(s) holding directly 3% or more voting rights, if different from 3.
Novartis BidCo AG |
5. Date on which threshold was crossed or reached: 23.05.2024 |
6. Total positions |
|
% of voting rights
attached to shares
(total of 7.a.) |
% of voting rights
through instruments
(total of 7.b.1. + 7.b.2.) |
Total of both in %
(7.a. + 7.b.) |
Total number of voting rights
pursuant to
Sec. 41 WpHG |
New |
79.46% |
0.00% |
0.00% |
37,716,423 |
Previous
notification |
11.56% |
0.00% |
0.00% |
|
7. Details on total positions |
a. Voting rights attached to shares (Sec. 33, 34 WpHG) |
ISIN |
Absolute |
In % |
Direct
(Sec. 33 WpHG) |
Indirect
(Sec. 34 WpHG) |
Direct
(Sec. 33 WpHG) |
Indirect
(Sec. 34 WpHG) |
DE0006632003 |
0 |
29,970,913 |
0.00% |
79.46% |
|
|
|
% |
% |
Total |
29,970,913 |
79.46% |
b.1.
Instruments according to Sec. 38 (1) no. 1 WpHG
(please use annex
in case of more than 3 instruments) |
Type of instrument |
Expiration or
maturity date |
Exercise or
conversion period |
Voting rights
absolute |
Voting rights
in % |
|
|
|
0 |
0.00% |
|
|
|
|
% |
|
|
|
|
% |
|
|
Total |
0 |
0.00% |
b.2.
Instruments according to Sec. 38 (1) no. 2 WpHG
(please use annex
in case of more than 3 instruments) |
Type of instrument |
Expiration or
maturity date |
Exercise or
conversion
period |
Cash or physical
settlement |
Voting rights
absolute |
Voting rights
in % |
|
|
|
|
0 |
0.00% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
Total |
0 |
0.00% |
8. Information
in relation to the person subject to the notification obligation (please tick the applicable box):
¨
Person subject to the notification (3.) obligation
is not controlled nor does it control any other undertaking(s) holding directly or indirectly an interest in the (underlying)
issuer (1.).
x
Full chain of controlled undertakings starting
with the ultimate controlling natural person or legal entity (in case of more than four undertakings
please always provide only to BaFin also an organizational chart):
|
Name |
% of voting rights
(if at least 3% or
more) |
% of voting rights through
instruments
(if at least 5% or more) |
Total of both
(if at least 5%
or more) |
Novartis AG |
% |
% |
% |
Novartis Pharma AG |
% |
% |
% |
Novartis BidCo AG |
79.46% |
% |
79.46% |
9. In case
of proxy voting according to Sec. 34 (3) WpHG
(only in case
of attribution of voting rights in accordance with Sec. 34 (1) sent. 1 no. 6 WpHG)
Date of
general meeting:
Total positions (6.) after general meeting: |
% of voting rights attached to
shares |
% of voting rights through
instruments |
Total of both |
% |
% |
% |
10. Other
useful information
|
Annex (only for BaFin) –
1. Identity of the person subject
to the notification obligation:
Street: Lichtstrasse
Street number: 35
Postal code: 4056
City: Basel
Country: Switzerland
In
case of legal entities: x registered
office ¨ business
address
Contact person: David Quartner
Phone number: +41 79 193 62 72
Fax number:
E-mail: david.quartner@novartis.com
|
2. Identity of notifier (if
different from 1.)
Name: Dr. Rebecca Hettich
Company: Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater
PartG mbB
Street: Bockenheimer Anlage
Street number: 44
Postal code: 60322
City: Frankfurt am Main
Country: Germany
Phone number: +49 172 6643 834
Fax number:
E-mail: rebecca.hettich@freshfields.com
|
3. Other useful information:
|
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