Novartis AG Files SC 13D/A Amendment for MorphoSys AG

TL;DR

Novartis filed an update on its MorphoSys stake, check the details.

AI Summary

Novartis AG, through its subsidiary Novartis Bidco Germany AG, has filed an amendment (Amendment No. 5) to its Schedule 13D concerning MorphoSys AG. The filing, dated August 15, 2024, indicates a change in beneficial ownership. Novartis AG is a pharmaceutical company based in Basel, Switzerland, while MorphoSys AG is a biopharmaceutical company located in Planegg, Germany.

Why It Matters

This filing updates the ownership structure and control information for MorphoSys AG, which could signal further integration or strategic moves by Novartis.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions, and changes in beneficial ownership can impact stock price and investor sentiment.

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

• tm2410988d41_sc13da.htm (SC 13D/A) — 97KB
• 0001104659-24-090137.txt ( ) — 99KB

Identity and

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by supplementing it with the following: On August 13, 2024, the Purchaser announced the final results of the Delisting Purchase Offer and the expiration of the acceptance period of the Delisting Purchase Offer at 24:00 hours (local time Frankfurt am Main, Germany) / 18:00 hours (local time New York, United States of America) on August 2, 2024. On August 13, 2024, the Purchaser acquired 1,216,926 Shares tendered during the acceptance period of the Delisting Purchase Offer for an aggregate price of EUR 82,750,968.

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 35,608,420 Shares as of 9:00 a.m. New York time on August 2, 2024, representing approximately 94.55% 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. Schedule B On August 13, 2024, the Purchaser acquired a total of 1,216,926 Shares tendered in the Delisting Purchase Offer during the acceptance period of the Delisting Purchase Offer for an aggregate price of EUR 82,750,968. 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: August 15, 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 7

View Full Filing

View this SC 13D/A filing on SEC EDGAR