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

TL;DR

Novartis updated its MorphoSys AG filing - check for ownership changes.

AI Summary

Novartis AG, through its subsidiary Novartis Bidco Germany AG, has filed an amendment (Amendment No. 6) to its Schedule 13D regarding MorphoSys AG. The filing, dated October 17, 2024, indicates changes in beneficial ownership or reporting status related to MorphoSys AG's ordinary shares.

Why It Matters

This filing is an update to Novartis's ownership or control over MorphoSys AG, which could signal strategic moves or changes in their investment in the company.

Risk Assessment

Risk Level: medium — Schedule 13D filings often relate to significant ownership stakes or potential takeovers, which can introduce volatility.

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

• tm2410988d42_sc13da.htm (SC 13D/A) — 99KB
• 0001104659-24-109522.txt ( ) — 101KB

Identity

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by supplementing it with the following: On October 15, 2024, the Purchaser acquired 2,108,003 Shares as a result of the merger squeeze-out (as defined below) for an aggregate price of EUR 68.00.

Purpose of

Item 4. Purpose of the Transaction The section entitled “Squeeze-out under stock corporation law, merger squeeze-out under transformation law” of Item 4 of the Schedule 13D is hereby amended by supplementing it with the following new paragraph: The Purchaser has acquired more than 90% of the Shares enabling it to effect a merger squeeze-out (as defined below) under German law. On August 27, 2024, the Issuer announced that its shareholders approved all resolutions proposed by the Issuer’s Management Board and Supervisory Board at its 2024 Annual General Meeting. This included the transfer of the Issuer’s minority shareholders’ shares to Novartis BidCo Germany AG, a subsidiary of the Purchaser, against a cash compensation of €68.00 per share (the “merger squeeze-out”). The merger squeeze-out is effective as of October 15, 2024, following the transfer resolution and merger having been registered in the commercial register of the Issuer, and the merger has also having been registered in the commercial register of Novartis BidCo Germany AG.

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 37,716,423 Shares as of 9:00 a.m. New York time on October 15, 2024, representing 100.00% of all Shares (including Shares represented by ADSs and Shares held in treasury). 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 October 15, 2024, the Purchaser acquired a total of 2,108,003 Shares as a result of the merger squeeze-out for an aggregate price of EUR 68.00. 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: October 17, 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/ Christian Rehm Name: Lukas Foertsch Name: Christian Rehm 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