Novartis Launches Tender Offer for MorphoSys AG

TL;DR

**Novartis is buying MorphoSys! Tender offer filed.**

AI Summary

Novartis AG, through its subsidiary Novartis Bidco AG, has filed a Schedule 13D, indicating a tender offer for MorphoSys AG ordinary shares. The filing, dated April 18, 2024, signifies Novartis's intention to acquire MorphoSys, a company specializing in pharmaceutical preparations.

Why It Matters

This filing signals a significant potential acquisition in the pharmaceutical sector, which could impact the competitive landscape and future drug development pipelines.

Risk Assessment

Risk Level: medium — The risk level is medium due to the potential for competing bids or regulatory hurdles that could affect the completion of the tender offer.

Key Players & Entities

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

FAQ

Filing Documents

• tm2410988d11_sc13d.htm (SC 13D) — 124KB
• tm2410988d11_ex1.htm (EX-1) — 8KB
• 0001104659-24-048774.txt ( ) — 134KB

Security

Item 1. Security and Issuer This (“Shares”) of MorphoSys AG (the “Issuer”), a stock corporation ( Aktiengesellschaft ) established under German law, and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Act”). The principal executive offices of the Issuer are located at Semmelweisstraße 7, 82152 Planegg, Germany. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer Document (as defined in Item 2).

Identity

Item 2. Identity and Background This Schedule 13D is filed by Novartis BidCo AG (the “Purchaser”), Novartis Pharma AG and Novartis AG, each a stock corporation ( Aktiengesellschaft ) organized under the laws of Switzerland. As the parent of Novartis BidCo AG, Novartis Pharma AG may be deemed to beneficially own these shares, and as the parent of Novartis Pharma AG, Novartis AG may be deemed to beneficially own these shares. The Purchaser, Novartis Pharma AG and Novartis AG are together referred to herein as the “Reporting Persons.” The Purchaser was not engaged in any business activity immediately prior to amending its articles of association on February 5 and being published in the Swiss Official Gazette of Commerce on February 9, 2024, while under the name Novartis data42 AG (see the information under the section “ Description of the Bidder, Its Shareholder Structure and Novartis–Legal basis and capital structure of the Bidder ” of the Offer Document (as defined below)). The Purchaser’s corporate purpose includes, inter alia , to acquire, hold and manage shareholdings of any kind. Novartis Pharma AG, a stock corporation ( Aktiengesellschaft ) incorporated under the laws of Switzerland, is the 100% direct owner of Novartis BidCo AG and may be deemed to beneficially own the shares of common stock held by Novartis BidCo AG. Novartis AG is specialized in the research, development, manufacturing, distribution, and commercialization and sale of innovative medicines, with a focus on four core therapeutic areas: cardiovascular, renal and metabolic; immunology; neuroscience; and oncology, as well as established brands. Novartis AG is the 100% direct owner of Novartis Pharma AG and indirect owner of Novartis BidCo AG and may be deemed to beneficially own the shares of common stock held by Novartis Pharma AG and Novartis BidCo AG. The address of the principal business office of each of Novartis BidCo AG, Novartis Pharma AG

Source and

Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of EUR 2,586,850,356.00 for the acquisition of the 38,041,917 Shares pursuant to the Offer (or in additional purchases outside the Offer) is currently anticipated to be funded with cash and committed funds, which will be made available to Purchaser (directly or indirectly) in the form of equity capital and/or shareholder loans or similar instruments for this purpose by Novartis AG.

Purpose of

Item 4. Purpose of Transaction General The purpose of the transactions reported in this Schedule 13D was the acquisition of Shares consistent with the previously announced Offer. The Reporting Persons and the Purchaser have obtained exemptive relief under Rule 14e-5 of the Act from the United States Securities and Exchange Commission permitting them (or financial institutions on their behalf) to make purchases of Shares in open market transactions, privately negotiated transactions, or otherwise outside of the Offer, from and after the date of announcement of the Offer and during the Offer, outside of the United States, subject to certain conditions. 6 In the event that the Offer is not successful, the Reporting Persons intend to review the performance of their investment in the Issuer reported on this Schedule 13D from time to time. Depending on various factors, including the business, prospects and financial position of the Issuer, the current and anticipated future price levels of the Shares, the prospects for success of the Offer, the conditions in the securities markets and general economic and industry conditions, as well as the benefits of diversification and the other investment opportunities available to them, the Reporting Persons will take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. The Reporting Persons may purchase additional equity in the Issuer or may dispose of some or all of their holdings in the open market, in public offerings, in private negotiated transactions or in other transactions, including derivative transactions. Management Board If the Offer is successful, the Purchaser, Novartis Pharma AG and Novartis AG would work with the members of the Management Board to develop a detailed integration plan. Subject to and until the possible conclusion of a DPLTA (as defined and described below), the Purchaser, Novartis Pharma AG and Novarti

Interest

Item 5. Interest in Securities of the Issuer (a) and (b)—The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. 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. (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. 9

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Business Combination Agreement On February 5, 2024, the Reporting Persons entered into the Business Combination Agreement with the Issuer pursuant to which the Purchaser is offering to purchase Shares in the Offer at EUR 68.00 per Share in cash, without interest and subject to any withholding tax. References to, and descriptions of, the Business Combination Agreement described above are qualified in their entirety by reference to the Business Combination Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D and which is incorporated by reference in this Item 6 in its entirety. Other Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Novartis AG has retained Deutsche Bank Aktiengesellschaft to be the Settlement Agent, The Bank of New York Mellon to be the ADS Tender Agent and Georgeson, a trading name of Computershare Investor Services PLC, to be the Information Agent (the “Information Agent”) in connection with the Offer. The Settlement Agent, the ADS Tender Agent and the Information Agent each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws. Except as set forth above, neither Novartis AG nor the Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Settlement Agent, the ADS Tender Agent and the Information Agent) in connection with the solicitation of tenders of the Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies, and other nominees will, upon request, be reimbursed by Novartis AG for customary mailing and handling expenses i

Materials

Item 7. Materials to be Filed as Exhibits Exhibit 1 Joint Filing Agreement by and among the Reporting Persons, dated April 18, 2024. Exhibit 2 Power of Attorney for Novartis AG, dated April 9, 2024 (incorporated by reference to Exhibit (a)(1)(J) to the Schedule TO-T filed by Novartis AG with the U.S. Securities and Exchange Commission on April 11, 2024). Exhibit 3 Power of Attorney for Novartis Bidco AG, dated April 9, 2024 (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO-T filed by Novartis AG with the U.S. Securities and Exchange Commission on April 11, 2024). Exhibit 4 Business Combination Agreement between Novartis AG, Novartis BidCo AG (formerly Novartis data24 AG) and MorphoSys AG dated as of February 5, 2024 (incorporated herein by reference to Exhibit (d)(1) of the Schedule TO). Exhibit 5 Offer Document published April 11, 2024 (incorporated herein by reference to Exhibit (a)(1)(A) of the Schedule TO). 10 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 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). 11

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: April 18, 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 12 Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG, NOVARTIS PHARMA AG AND NOVARTIS BIDCO AG DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Lichstrasse 35, CH-4056, Basel, Switzerland. Name Relationship to Novartis AG Present Principal Occupation Citizenship Joerg Reinhardt, Ph.D. Chairman of the Board of Directors Chairman of the Board of Directors German Simon Moroney, D.Phil. Vice Chairman of the Board of Directors Independent Director German/New Zealander Nancy C. Andrews, M.D., Ph.D. Director Professor in residence of pediatrics, Harvard Medical School, US; Executive vice president and chief scientific officer, Boston Children’s Hospital, US; Dean emerita, Duke University School of Medicine, and vice chancellor emerita for academic affairs, Duke University, US American/Swiss Ton Buechner Director Independent Director Dutch/

View Full Filing

View this SC 13D filing on SEC EDGAR