MorphoSys AG has entered into a delisting agreement with Novartis BidCo AG and Novartis AG following the successful closing of the acquisition of MorphoSys by Novartis in May 2024.
 
Novartis BidCo Germany AG also informed MorphoSys of its intention to merge MorphoSys into Novartis by initiating a squeeze-out of MorphoSys’ minority shareholders.
 
In April 2024, Novartis submitted a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares, offering MorphoSys shareholders €68.00 per share in cash. As of June 20, 2024, Novartis holds approximately 91.04% of the total MorphoSys share capital, including purchases by Novartis outside of the Takeover Offer. As a result, Novartis is the majority shareholder of MorphoSys, making MorphoSys a Novartis company.

MorphoSys and Novartis Sign Delisting Agreement

Following the settlement of the Takeover Offer, MorphoSys and Novartis have signed an agreement confirming that Novartis intends to launch a public delisting purchase offer for all outstanding MorphoSys no-par value bearer shares that are not presently held by Novartis. Novartis will offer MorphoSys shareholders €68.00 per share in cash, corresponding to its preceding Takeover Offer.
 
After the delisting becomes effective, MorphoSys shares will no longer be traded on the regulated market of the Frankfurt Stock Exchange or on NASDAQ, and follow-up obligations from such a public listing no longer apply. Additionally, following deregistration with the SEC, MorphoSys will no longer be required to file reports with the SEC.
 
Both the delisting from the Frankfurt Stock Exchange and the delisting from NASDAQ are expected to take place in the third quarter of 2024.

Implementing a Merger Squeeze-out of MorphoSys’ Minority Shareholders

Novartis also informed MorphoSys of its intention to merge MorphoSys into Novartis. In this context, Novartis has proposed entering negotiations with the MorphoSys Management Board regarding a merger agreement.
 
Given Novartis holds approximately 91.04% of the total MorphoSys share capital, Novartis is able to facilitate a squeeze-out of MorphoSys’ minority shareholders in connection with such a merger. Novartis will therefore seek the transfer of MorphoSys’ minority shareholders’ shares to Novartis against an adequate cash compensation (merger squeeze-out). The amount of the cash compensation has not yet been determined.
 
It is planned that the necessary shareholders’ resolution on the merger squeeze-out will be adopted at the MorphoSys Annual General Meeting expected to take place in August 2024.