Novartis AG Amends Schedule 13D for MorphoSys AG

TL;DR

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

AI Summary

Novartis AG, through its subsidiary Novartis Bidco AG, has filed an amendment (no. 3) to its Schedule 13D concerning MorphoSys AG. This filing, dated June 17, 2024, indicates a change in beneficial ownership. Novartis AG is a pharmaceutical company based in Basel, Switzerland, and MorphoSys AG is also in the pharmaceutical preparations industry.

Why It Matters

This filing is an update to Novartis's ownership stake in MorphoSys AG, potentially signaling further integration or strategic moves following a prior acquisition or investment.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions, and changes in beneficial ownership can indicate shifts in control or strategy.

Key Players & Entities

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

FAQ

Filing Documents

• tm2410988d26_sc13da.htm (SC 13D/A) — 80KB
• 0001104659-24-072306.txt ( ) — 82KB

Identity and

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by supplementing it with the following: On June 14, 2024 and June 16, 2024, the Purchaser acquired 121,331 Shares and 520,000 Shares, respectively, in bilateral off-market transactions at a price of EUR 68.00 per Share.

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 34,337,809 Shares as of 9:00 a.m. New York time on June 17, 2024, representing approximately 91.17% of all Shares (including Shares represented by ADSs and excluding Shares held in treasury), which takes 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. Schedule B Schedule B of the Schedule 13D is hereby amended by supplementing it with the following: On June 14, 2024 and June 16, 2024, the Purchaser acquired 121,331 Shares and 520,000 Shares, respectively, in bilateral off-market transactions at a price of EUR 68.00 per Share. THE INFORMATION IN THIS SCHEDULE 13D IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES. 5

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: June 17, 2024 Novartis BidCo AG By: /s/ Daniel Weiss /s/ Bertrand Bugnon Name: Daniel Weiss Name: Bertrand Bugnon 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/ Tariq ElRafie Name: David Quartner Name: Tariq ElRafie Title: As Attorney Title: As Attorney 6

View Full Filing

View this SC 13D/A filing on SEC EDGAR