Novartis AG Amends MorphoSys AG Filing

TL;DR

Novartis AG updated its MorphoSys AG filing on 6/21/24. Keep an eye on this.

AI Summary

Novartis AG, through its subsidiary Novartis Bidco Germany AG, has amended its Schedule 13D filing concerning MorphoSys AG. The amendment, filed on June 21, 2024, indicates a change in beneficial ownership. Novartis AG is a Swiss multinational pharmaceutical company, and MorphoSys AG is a German biopharmaceutical company.

Why It Matters

This filing amendment by Novartis AG signals ongoing activity or adjustments related to their stake or intentions concerning MorphoSys AG, a company involved in developing innovative treatments.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate shifts in strategic holdings or potential future actions by significant shareholders.

Key Players & Entities

• Novartis AG (company) — Filing Person
• Novartis Bidco Germany 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

• tm2410988d28_sc13da.htm (SC 13D/A) — 115KB
• tm2410988d28_ex8.htm (EX-8) — 12KB
• tm2410988d28_ex9.htm (EX-9) — 17KB
• 0001104659-24-073960.txt ( ) — 146KB

Identity and

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by supplementing it with the following: On June 19, 2024, the Purchaser transferred all of the 33,696,478 Shares that had been acquired by the Purchaser by the end of the Additional Acceptance Period, as well as the further 641,331 Shares acquired in bilateral off-market transactions after the Additional Acceptance Period, free of charge to its subsidiary, Novartis BidCo Germany AG, a stock corporation ( Aktiengesellschaft ) established under German law (“Novartis BidCo Germany”), by means of a contribution to the capital reserves of Novartis BidCo Germany within the meaning of Section 272 para 2 no. 4 of the German Commercial Code (the “Contribution”). In the event that the Purchaser, directly and/or indirectly through Novartis BidCo Germany, holds at least 90% of the share capital with voting power of the Issuer, such Contribution will allow for a merger squeeze-out to be pursued through Novartis BidCo Germany in return for payment of an appropriate cash settlement pursuant to Sec. 62 para. 5 of the German Transformation Act and Sec. 327a et seqq. of the German Stock Corporation Act. Novartis BidCo Germany’s corporate purpose includes, inter alia , to acquire, hold and manage shareholdings of any kind. The address of the principal business office of Novartis BidCo Germany is Roonstr. 25, c/o Novartis Pharma GmbH, 90429 Nürnberg, Germany. During the last five years, neither Novartis BidCo Germany nor, to the best of the Novartis BidCo Germany’s knowledge, any of the other persons listed on Schedule A hereto has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting

Forward Looking Statements

Forward Looking Statements regarding the Delisting Purchase Offer This communication contains statements of historical fact or “forward looking statements,” including with respect to the delisting of the Issuer and the acquisition of the Issuer by Novartis. Forward-looking statements can generally be identified by words such as “potential,” “can,” “will,” “plan,” “may,” “could,” “would,” “expect,” “anticipate,” “look forward,” “believe,” “committed,” “investigational,” “pipeline,” “launch,” or similar terms, or by express or implied discussions regarding the ability of Novartis and the Issuer to complete the transactions contemplated by the delisting agreement, the expected timetable for completing the transaction, the benefits sought to be achieved in the proposed transaction, the potential effects of the proposed transaction on Novartis and the Issuer, the potential marketing approvals, new indications or labelling for the product candidates the Issuer is developing, including Pelabresib, or regarding expected benefits and success of, or potential future revenues from such products. You should not place undue reliance on these statements. Such forward-looking statements are based on our current beliefs and expectations regarding future events and are subject to significant known and unknown risks and uncertainties. Such risks and uncertainties include, but are not limited to: the risk of shareholder litigation relating to the proposed transaction, including resulting expense or delay; the possibility that the proposed transaction will not be completed in the expected timeframe or at all, potential adverse effects to the businesses of Novartis or the Issuer during the pendency of the proposed transaction, such as employee departures or distraction of management from business

Materials

Item 7. Materials to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit: Exhibit 8 Joint Filing Agreement by and among the Reporting Persons and Novartis BidCo Germany AG, dated June 21, 2024. Exhibit 9 Announcement pursuant to Section 23 para. 2 sentence 1 of the German Securities Acquisition and Takeover Act, as published in the German Federal Gazette, dated June 20, 2024 (English translation of document prepared in German only). Exhibit 10 Publication of the decision to launch a public delisting purchase offer ( öffentliches Delisting-Erwerbsangebot ) in accordance with Sec. 10 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act ( Wertpapiererwerbs- und Übernahmegesetz ) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act ( Börsengesetz ), as published in the German Federal Gazette, dated June 20, 2024 (English translation of document prepared in German only) (incorporated by reference to Exhibit 99.1 of the Schedule TO-C filed by Novartis AG with the U.S. Securities and Exchange Commission on June 20, 2024). Schedule A Schedule A of the Schedule 13D is hereby amended by supplementing it with the following: DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG, NOVARTIS PHARMA AG, NOVARTIS BIDCO AG AND NOVARTIS BIDCO GERMANY AG DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS BIDCO GERMANY AG The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis BidCo Germany AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis BidCo Germany AG and (ii) the business address of each director and executive officer of Novartis BidCo Germany AG is Roonstr. 25, c/o Novartis Pharma GmbH, 90429 Nürnberg, Germany. Name Relationship to Novartis BidCo

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 21, 2024 Novartis BidCo Germany AG By: /s/ Jan-Hendrik Petersen Name: Jan-Hendrik Petersen Title: As Authorized Signatory 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 9

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View this SC 13D/A filing on SEC EDGAR