Planegg/Munich, Germany, 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.
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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