Novartis BidCo AG
Publication of the decision to launch a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) in accordance with Sec. 10 para. 1 sentence 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG)
Bidder:
Novartis BidCo 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 BidCo AG (“Novartis BidCo”), a wholly-owned (indirect) subsidiary of Novartis AG (“Novartis”), has decided today, on 20 June 2024, to submit a public delisting purchase offer (“Delisting Purchase Offer”) pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG in the form of a cash offer to the shareholders of MorphoSys AG (“MorphoSys”), with its registered office in Planegg, Germany, 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”), which are not already held by Novartis BidCo.
As of today, on 20 June 2024, Novartis BidCo indirectly holds 34,337,809 MorphoSys Shares through its whollyowned subsidiary Novartis BidCo Germany AG, which corresponds to approximately 91.04 % of MorphoSys’ entire share capital (corresponding to approximately 91.17 % of the share capital with voting rights).
Under the Delisting Purchase Offer, Novartis BidCo will offer EUR 68.00 in cash as consideration for each MorphoSys Share (including all MorphoSys Shares represented by American Depositary Shares) tendered to Novartis BidCo for acceptance, subject to the determination of the minimum price and the final determination in the offer document.
The Delisting Purchase Offer will not be subject to any offer conditions. The Delisting Purchase Offer will otherwise be made on the final terms and provisions set forth in the offer document. To the extent legally permissible, Novartis BidCo reserves the right to deviate from the basic terms described herein.
Novartis BidCo and MorphoSys have executed today, on 20 June 2024, a delisting agreement (“Delisting Agreement”). Under the Delisting Agreement, MorphoSys has undertaken towards Novartis BidCo to apply for the revocation of the admission to trading of the MorphoSys Shares on the regulated market (regulierter Markt) (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called delisting) no later than one (1) week prior to the expiration of the acceptance period of the Delisting Purchase Offer.
The offer document and further notifications relating to the Delisting Purchase Offer will be published on the
internet under https://www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.
(...)
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER
OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, MEANS TO
TENDER AND RELATED OFFER DOCUMENTS THAT WILL BE FILED BY NOVARTIS AND
NOVARTIS 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.
(...)
Basel, 20 June 2024
Novartis BidCo AG
Board of Directors
No comments:
Post a Comment