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.
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.
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