Novartis data42 AG entered into an agreement to make a voluntary public takeover offer to acquire MorphoSys AG (XTRA:MOR) from group of shareholders for ?2.7 billion on February 5, 2024. Under the agreed transaction, ?68 per share will be paid. By a credit facility dated 20 March 2024, The Bidder has secured the necessary financial means to meet its payment obligations at settlement under the Offer by having arranged for cash and committed funds, which will be made available to the Bidder (directly or indirectly) in the form of equity capital and/or shareholder loans or similar instruments for this purpose by Novartis AG. In case of termination of the agreement under certain circumstances, MorphoSys will pay to Novartis AG or its designee a cash amount equal to ?50 million while Novartis AG will pay, or cause to be paid, to MorphoSys a cash amount equal to ?100 million.

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. The agreement is unanimously approved by the Board of Directors of both companies. As of March 12, 2024, Bundeskartellamt has approved the transaction. As of March 22, 2024, MorphoSys announced the receipt of U.S. antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with the proposed acquisition, following the expiration of the HSR Act waiting period. MorphoSys previously received antitrust clearance in Germany and Austria. As a result, the proposed acquisition of MorphoSys by Novartis has now received all mandatory regulatory approvals. The takeover offer has not yet commenced. The final terms and further provisions regarding the Takeover Offer will be in the offer document once the publication of the offer document has been approved by the German Federal Financial Supervisory Authority (the ?BaFin?). As of April 11, 2024, the MorphoSys Management Board and Supervisory Board issued a joint reasoned statement, recommending that shareholders accept the offer and tender their MorphoSys shares. The acceptance period for shareholders commenced with the publication of the offer document on April 11, 2024, and will end on May 13, 2024, at 24:00 hours CEST and 18:00 hours EDT (also on May 13, 2024AS of May 7, 2024, the total number of MorphoSys Shares, for which the takeover offer has been accepted, plus the MorphoSys Shares held by the Bidder, amounts to 7,596,530 MorphoSys Shares. This corresponds to approx. 20.14 % of the share capital and the voting rights and approximately 20.17 % of all MorphoSys Shares existing. As of May 8, 2024, the total number of MorphoSys Shares, for which the takeover offer has been accepted, plus the MorphoSys Shares held by the Bidder, amounts to 8,043,555 MorphoSys Shares. This corresponds to approx. 21.33 % of the share capital and the voting rights and approximately 21.36 % of all MorphoSys Shares existing. AS of May 13, 2024, the total number of MorphoSys Shares, for which the takeover offer has been accepted, plus the MorphoSys Shares held by the Bidder, amounts to 15,734,666 MorphoSys Shares. This corresponds to approx. 41.72% of the share capital and the voting rights and approximately 41.78% of all MorphoSys Shares existing. As of May 16, 2024, All conditions of the Offer, including the minimum acceptance threshold of 65%, were fulfilled. Novartis secured 79.6% acceptance by MorphoSys shareholders during the initial acceptance period, reaching the minimum 65% acceptance threshold. With all offer conditions fulfilled, Novartis can now begin the necessary steps to progress the integration of Morphosys. The move will allow the Swiss company to gain access to Morphosys experimental therapies, including the blood cancer drug pelabresib and the solid tumours and lymphomas medicine tulmimetostat. The statutory two-week additional acceptance period for the Offer will commence on May 17 ,2024 and end on May 30, 2024.

Centerview Partners LLC is acting as lead financial advisor and Graham Robinson, Faiz Ahmad, Brian V. Breheny, Timothy F. Nelson, Maria Raptis, Resa K. Schlossberg, Jan Bauer, Matthias Horbach, Stephan Hutter and Caspar Schmelzer of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to MorphoSys. Jenny Hochenberg, of Freshfields Bruckhaus Deringer US LLP acted as legal advisor to Novartis AG. Centerview Partners LLC also provided fairness opinion to MorphoSys Board. Heiko Gotsche of Latham & Watkins Gmbh and Scott Shean of Latham & Watkins LLP advised Centerview Partners. Computershare Investor Services PLC to be the Information Agent in connection with the Offer to Novartis. Georgeson is acting as information agent for Novartis for the Offer. Deutsche Bank is acting as share tender agent and The Bank of New York Mellon is acting as ADS tender agent for the Offer. In connection with Centerview?s services as the lead financial advisor to the Management Board and the Supervisory Board, MorphoSys has agreed to pay Centerview an aggregate fee of approximately $59.1 million (?54.78 million), $1 million (?0.93 million) of which was payable in connection with the rendering of the Centerview opinions and approximately $58.1 million (?53.85 million) of which is payable contingent upon consummation of the takeover.

Novartis data42 AG completed the acquisition of MorphoSys AG (XTRA:MOR) from group of shareholders on May 30, 2024. As of June 20, 2024, Novartis holds approximately 91.04% of the total MorphoSys share capital, including purchases by Novartis outside of the Takeover Offer. As a result, Novartis is the majority shareholder of MorphoSys, making MorphoSys a Novartis company. Following the settlement of the Takeover Offer, MorphoSys and Novartis today signed an agreement confirming that Novartis intends to launch a public delisting purchase offer (the ?Delisting Offer?) for all outstanding MorphoSys no-par value bearer shares that are not presently held by Novartis. Novartis will offer MorphoSys shareholders ?68.00 per share in cash, corresponding to its preceding Takeover Offer.Given Novartis holds approximately 91.04% of the total MorphoSys share capital, Novartis is able to facilitate a squeeze-out of MorphoSys? minority shareholders in connection with such a merger. Novartis will therefore seek the transfer of MorphoSys? minority shareholders? shares to Novartis against an adequate cash compensation (merger squeeze-out). It is planned that the necessary shareholders? resolution on the merger squeeze-out will be adopted at the MorphoSys Annual General Meeting expected to take place in August 2024.