EQS Group: General Meeting resolves upon squeeze-out

Munich - July 30, 2024

Following the closing of the public takeover offer by investment firm Thoma Bravo and the subsequent delisting, the Annual General Meeting of EQS Group today resolved upon the squeeze-out under stock corporation law. Concurrently, the Annual General Meeting also resolved upon the transfer of the EQS shares of the minority shareholders to Pineapple German Bidco GmbH, a holding company controlled by funds managed by Thoma Bravo. Pineapple German Bidco GmbH is the main shareholder of EQS Group with approx. 98% of the company's share capital.

The minority shareholders will receive a cash compensation of EUR 40.00 per EQS share. Trading of the EQS shares on the Frankfurt Stock Exchange was already terminated on May 6, 2024.

"We would like to thank our shareholders for their trust over the 18 years since our IPO. This period has been a success story for both sides. In the coming years, we will run EQS as a private company in order to take the next step in our growth strategy with Thoma Bravo as a strong partner," says Achim Weick, founder and CEO of EQS Group.

Changes to the Supervisory Board

At the Annual General Meeting, which was held virtually for the fifth consecutive year, a new five-member Supervisory Board was elected. The mandates of Supervisory Board Chairman Robert Wirth and of Stephan Ritter expired at the conclusion of the Annual General Meeting. With effect as of the conclusion of the Annual General Meeting, Catharina van Delden, Prof. Dr. Kerstin Lopatta, and Laurenz Nienaber, also stepped down from their positions as members of the Supervisory Board.

Robert Wirth, former Chairman of the Supervisory Board of EQS Group: "Many thanks to my colleagues on the Supervisory Board and to the Executive Board for the many years of cooperation, which was characterized by trust and friendly cooperation. We will always remain connected to EQS. I wish the new Supervisory Board members all the best in their new roles."

Five new Supervisory Board members were elected by the Annual General Meeting:

- Irina Hemmers, Partner at Thoma Bravo, who succeeds Robert Wirth as Chairwoman of the Supervisory Board.

- William Downing, Vice President at Thoma Bravo, who succeeds Laurenz Nienaber as Deputy Chairman of the Supervisory Board.

- In addition, David Tse, Vice President at Thoma Bravo, Eugene Austin, Operating Partner at Thoma Bravo and Anthony Palladino, Operating Partner at Thoma Bravo, were elected to the Supervisory Board.

"The previous Supervisory Board members have played an instrumental role in shaping our company's trajectory over the past years, providing invaluable guidance and support. We would like to express our sincere thanks to all departing members," says Achim Weick. "At the same time, we are very much looking forward to working with the new Supervisory Board members and forging an even closer partnership with Thoma Bravo. Their extensive industry expertise has already proven to be extremely valuable and will help us in achieving our strategic goals, expand our growth, and establish the leading compliance platform in Europe. We look forward to this new stage with great confidence."

CPI PROPERTY GROUP and IMMOFINANZ AG - Framework agreement to review further integration

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

Luxembourg, 23 July 2024

CPI PROPERTY GROUP announces the signing of a framework agreement between CPI PROPERTY GROUP and IMMOFINANZ AG, enabling the two groups to initiate a process to examine the feasibility, advantages and disadvantages of a potential business combination, cross-border merger or other form of integration or combination of assets, functions and key corporate entities of the two groups with the aim of optimising the group's capital structure to capture both operating and cost efficiencies for the benefit of all stakeholders.

Notifying Person:

David Greenbaum, d.greenbaum@cpipg.com

MorphoSys AG: Merger Squeeze-out Cash Compensation Determined at EUR 68.00

Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014

Planegg/Munich, Germany, July 12, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany AG submitted a specified request (konkretisiertes Verlangen) to the MorphoSys AG Management Board, pursuant to section 62 para. 1 and 5 first sentence of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG), to convene the MorphoSys AG’s Annual General Meeting to resolve on the transfer of shares held by MorphoSys AG’s minority shareholders to Novartis BidCo Germany AG against adequate cash compensation.

Novartis BidCo Germany AG currently holds approximately 91.04% and, after deduction of the number of treasury shares pursuant to section 62 para. 1 sentence 2 UmwG, approximately 91.17% of the MorphoSys AG share capital and is therefore the major shareholder of MorphoSys AG as defined by section 62 para. 5 UmwG. Novartis BidCo Germany AG has determined the amount of the cash compensation to be EUR 68.00 per MorphoSys AG share. The court-appointed expert auditor has already indicated that, from a current standpoint, it will confirm the cash compensation to be adequate.

The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. At the MorphoSys AG Annual General Meeting, expected to take place on August 27, 2024, a resolution will be adopted on transferring MorphoSys AG minority shareholders' shares to Novartis BidCo Germany AG against a cash compensation of EUR 68.00 per share.

The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.

MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market

Media Release

Planegg/Munich, Germany, July 12, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that it has formally notified the Nasdaq Stock Market of its intention to voluntarily delist its American Depositary Shares (“ADSs”) from the Nasdaq Global Market and to deregister the ADSs under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).

MorphoSys currently anticipates that it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on or about July 25, 2024, with the delisting of the ADSs taking effect no earlier than ten days thereafter. As a result, MorphoSys expects that the last trading day on Nasdaq will be on or about August 2, 2024.

Following the delisting, any trading in MorphoSys’ ADSs would occur only in privately negotiated sales and potentially on an over-the-counter market if a broker makes a market in the ADSs. There is no guarantee, however, that a broker will make such a market or that trading of the ADSs will continue on an over-the-counter market or otherwise.

The Supervisory Board of MorphoSys authorized the delisting of the ADSs as required by the delisting agreement signed by MorphoSys, Novartis BidCo AG and Novartis AG (hereinafter collectively referred to as “Novartis”). On July 4, 2024, Novartis launched its public delisting purchase offer for all outstanding no-par value bearer shares of MorphoSys.

In addition, Novartis has informed MorphoSys of its intention to merge MorphoSys into Novartis (the “Merger Squeeze-out”). The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with cancer. As a global biopharmaceutical company, we develop and deliver innovative medicines, aspiring to redefine how cancer is treated. MorphoSys is headquartered in Planegg, Germany, and has its U.S. operations anchored in Boston, Massachusetts. To learn more, visit us at www.morphosys.com and follow us on Twitter at X and LinkedIn.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the Delisting Offer that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions.  (...)