Novartis AG Amends MorphoSys AG Filing

TL;DR

Novartis filed an update on its MorphoSys AG stake. Keep an eye on this.

AI Summary

Novartis AG, through its subsidiary Novartis Bidco AG, has filed an amendment to its Schedule 13D, indicating a change in its beneficial ownership of MorphoSys AG. The filing, dated May 28, 2024, pertains to Novartis's ongoing efforts related to MorphoSys AG.

Why It Matters

This filing is an update to Novartis's ownership stake in MorphoSys AG, which is relevant for investors tracking the potential acquisition or significant influence Novartis may exert.

Risk Assessment

Risk Level: medium — The filing indicates a significant corporate action, potentially a takeover or increased stake, which carries inherent market risks.

Key Players & Entities

• Novartis AG (company) — Filing Person
• Novartis Bidco AG (company) — Indirect wholly owned subsidiary of Novartis AG
• MorphoSys AG (company) — Subject Company
• Karen L. Hale (person) — Chief Legal Officer of Novartis AG

FAQ

Filing Documents

• tm2410988d23_sc13da.htm (SC 13D/A) — 63KB
• 0001104659-24-065615.txt ( ) — 64KB

Identity and

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by supplementing it with the following: On May 16, 2024, the Purchaser announced the final results of the tender offer and that all offer conditions to the tender offer have been fulfilled, including the minimum acceptance threshold. The Additional Acceptance Period commenced on May 17, 2024, and shall expire at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time) on May 30, 2024. On May 23, 2024, the Purchaser acquired 25,610,813 Shares tendered in the tender offer during the Acceptance Period for an aggregate price of EUR 1,741,535,284.

Purpose of

Item 4. Purpose of Transaction The subsection titled “Supervisory Board” under Item 4 of the 13D is hereby amended by supplementing it with the following: On May 23, 2024, Dr. Marc Cluzel, Dr. George Golumbeski, Krisja Vermeylen, Michael Brosnan and Dr. Andrew Cheng resigned from the Supervisory Board.

Interest in

Item 5. Interest in Securities of the Issuer Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) and (b)—The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. The Purchaser is the direct beneficial owner of 29,970,913 Shares as of 9:00 a.m. New York time on May 28, 2024, representing approximately 79.58% of all Shares (including Shares represented by ADSs), which does not take into account any Shares (including Shares represented by ADSs) tendered during the Additional Acceptance Period. None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Item 2 hereof has beneficial ownership of any Shares, except as set forth on Schedule B or otherwise described in this Schedule 13D. (c)—None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Item 2 hereof, has engaged in any transaction during the past 60 days in, any Shares, except as set forth on Schedule B or otherwise described in this Schedule 13D. (d)— Except as described in this Schedule 13D, to the knowledge of the Reporting Persons, none of the Reporting Persons nor any of the persons set forth on Schedule A hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. (e)—Not applicable.

Materials

Item 7. Materials to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits: Exhibit 6 Announcement pursuant to Section 23 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act, as published in the German Federal Gazette, dated May 16, 2024 (English translation of document prepared in German only) (incorporated by reference to Exhibit 1 to the 13D filed by Novartis BidCo AG and Novartis AG with the U.S. Securities and Exchange Commission on April 18, 2024). 5 Schedule B Schedule B of the Schedule 13D is hereby amended by supplementing it with the following: On May 23, 2024, the Purchaser acquired 25,610,813 Shares tendered in the tender offer during the Acceptance Period for an aggregate price of EUR 1,741,535,284. THE INFORMATION IN THIS SCHEDULE 13D IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES. THE TERMS AND CONDITIONS OF THE OFFER HAVE BEEN PUBLISHED IN THE OFFER DOCUMENT AFTER THE PERMISSION OF THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY ( BUNDESANSTALT FUR FINANZDIENSTLEISTUNGSAUFSICHT , BAFIN) WAS OBTAINED ON APRIL 11, 2024. PURCHASER AND NORVARTIS ALSO HAVE FILED A TENDER OFFER STATEMENT ON SCHEDULE TO (THE “TENDER OFFER STATEMENT”) WITH THE SECURITIES EXCHANGE COMISSION (THE “SEC”) WITH RESPECT TO THE OFFER. INVESTORS AND HOLDERS OF SHARES ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT AND OTHER RELEVANT DOCUMENTS REGARDING THE OFFER FILED BY PURCHASER AND NOVARTIS AG WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INVESTORS AND HOLDERS OF SHARES WILL BE ABLE TO RECEIVE THESE DOCUMENTS FREE OF CHARGE AT THE SEC’S WEB SITE (HTTP://WWW.SEC.GOV), OR AT NOVARTIS AG’S WEB SITE (HTTPS://WWW.NOVARTIS.COM). 6

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: May 28, 2024 Novartis Bidco Ag By: /s/ Daniel Weiss /s/ Christian Rehm Name: Daniel Weiss Name: Christian Rehm Title: As Authorized Signatory Title: As Authorized Signatory Novartis Pharma Ag By: /s/ Lukas Foertsch /s/ Luca Hammel Name: Lukas Foertsch Name: Luca Hammel Title: As Authorized Signatory Title: As Authorized Signatory Novartis Ag By: /s/ David Quartner /s/ Lukas Gilgen Name: David Quartner Name: Lukas Gilgen Title: As Attorney Title: As Attorney 7

View Full Filing

View this SC 13D/A filing on SEC EDGAR