MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market

EQS-News: MorphoSys AG / Key word(s): Delisting
MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market

12.07.2024 / 22:02 CET/CEST
The issuer is solely responsible for the content of this announcement.

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Media Release

Planegg/Munich, Germany, July 12, 2024

MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that it has formally
notified the Nasdaq Stock Market of its intention to voluntarily delist its
American Depositary Shares ("ADSs") from the Nasdaq Global Market and to
deregister the ADSs under Section 12(b) of the Securities Exchange Act of
1934 (the "Exchange Act").

MorphoSys currently anticipates that it will file with the Securities and
Exchange Commission (the "SEC") a Form 25, Notification of Removal of
Listing and/or Registration Under Section 12(b) of the Exchange Act,
relating to the delisting and deregistration on or about July 25, 2024, with
the delisting of the ADSs taking effect no earlier than ten days thereafter.
As a result, MorphoSys expects that the last trading day on Nasdaq will be
on or about August 2, 2024.

Following the delisting, any trading in MorphoSys' ADSs would occur only in
privately negotiated sales and potentially on an over-the-counter market if
a broker makes a market in the ADSs. There is no guarantee, however, that a
broker will make such a market or that trading of the ADSs will continue on
an over-the-counter market or otherwise.

The Supervisory Board of MorphoSys authorized the delisting of the ADSs as
required by the delisting agreement signed by MorphoSys, Novartis BidCo AG
and Novartis AG (hereinafter collectively referred to as "Novartis"). On
July 4, 2024, Novartis launched its public delisting purchase offer for all
outstanding no-par value bearer shares of MorphoSys.

In addition, Novartis has informed MorphoSys of its intention to merge
MorphoSys into Novartis (the "Merger Squeeze-out"). The conclusion and
notarization of the merger agreement between MorphoSys AG and Novartis BidCo
Germany AG will take place shortly. The effectiveness of the merger
squeeze-out is still subject to approval by the MorphoSys AG Annual General
Meeting and the registration of both the transfer resolution and the merger
in the commercial register at the seat of MorphoSys AG, as well as the
registration of the merger in the commercial register at the seat of
Novartis BidCo Germany AG.

About MorphoSys
At MorphoSys, we are driven by our mission: More life for people with cancer.
As a global biopharmaceutical company, we develop and deliver innovative
medicines, aspiring to redefine how cancer is treated. MorphoSys is
headquartered in Planegg, Germany, and has its U.S. operations anchored in
Boston, Massachusetts. To learn more, visit us at www.morphosys.com and
follow us on Twitter at X and LinkedIn.

Forward-Looking Statements
This communication contains certain forward-looking statements concerning
MorphoSys, Novartis and the Delisting Offer that involve substantial risks
and uncertainties. Forward-looking statements include any statements
containing the words "anticipate," "believe," "estimate," "expect,"
"intend," "goal," "may," "might," "plan," "predict," "project," "seek,"
"target," "potential," "will," "would," "could," "should," "continue" and
similar expressions. In this communication, MorphoSys' forward-looking
statements include statements about the expected timetable for the
consummation of the Delisting Offer and the delisting; MorphoSys' plans,
objectives, expectations and intentions; and the financial condition,
results of operations and business of MorphoSys and Novartis AG.

The forward-looking statements contained in this communication represent the
judgment of MorphoSys as of the date of this communication and involve known
and unknown risks and uncertainties, which might cause the actual results,
financial condition and liquidity, performance or achievements of MorphoSys,
or industry results, to be materially different from any historic or future
results, financial conditions and liquidity, performance or achievements
expressed or implied by such forward-looking statements. In addition, even
if MorphoSys' results, performance, financial condition and liquidity, and
the development of the industry in which it operates are consistent with
such forward-looking statements, they may not be predictive of results or
developments in future periods. Those risks and uncertainties that could
cause the actual results to differ from expectations contemplated by
forward-looking statements include, among other things: MorphoSys' ability
to file a Form 25 and the timing of such filing; the last trading day of the
ADSs on the Nasdaq Global Market; MorphoSys' ability to file a Form 15 and
the timing of such filing; the timing of effectiveness of the Form 15; the
effects of the acquisition of MorphoSys by Novartis AG on relationships with
employees, other business partners or governmental entities; that Novartis
BidCo AG and Novartis AG may not realize the potential benefits of the
acquisition of MorphoSys by Novartis AG; potential operational difficulties
with integrating MorphoSys with Novartis AG; that MorphoSys' expectations
may be incorrect; the inherent uncertainties associated with competitive
developments, clinical trial and product development activities and
regulatory approval requirements; MorphoSys' reliance on collaborations with
third parties; estimating the commercial potential of MorphoSys' development
programs; and other risks indicated in the risk factors included in
MorphoSys' filings with the SEC, including MorphoSys' Annual Report on Form
20-F. Given these uncertainties, the reader is advised not to place any
undue reliance on such forward-looking statements. These forward-looking
statements speak only as of the date of publication of this communication.
MorphoSys' expressly disclaims any obligation to update any such
forward-looking statements in this communication to reflect any change in
its expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based or that may affect the
likelihood that actual results will differ from those set forth in the
forward-looking statements, unless specifically required by law or
regulation.

For more information, please contact:

   Media Contacts: Thomas Biegi       Investor Contacts: Dr. Julia
   Senior Vice President,             Neugebauer Vice President, Global
   Corporate Affairs Tel.: +49        Investor Relations Tel: +49 (0)89 /
   (0)89 / 899 27 26079               899 27 179
   thomas.biegi@morphosys.com         (1)julia.neugebauer@morphosys.com
                                      1.
                                      mailto:julia.neugebauer@morphosys.co
                                      m
   Eamonn Nolan Senior Director,
   Corporate Communications &
   Investor Relations Tel: +1
   617-548-9271
   (1)eamonn.nolan@morphosys.com
   1.
   mailto:eamonn.nolan@morphosys.c
   om

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12.07.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
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The issuer is solely responsible for the content of this announcement.

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   Language:       English
   Company:        MorphoSys AG
                   Semmelweisstr. 7
                   82152 Planegg
                   Germany
   Phone:          +49 (0)89 899 27-0
   Fax:            +49 (0)89 899 27-222
   E-mail:         investors@morphosys.com
   Internet:       www.morphosys.com
   ISIN:           DE0006632003
   WKN:            663200
   Listed:         Regulated Market in Frankfurt (Prime Standard);
                   Regulated Unofficial Market in Berlin, Dusseldorf,
                   Hamburg, Hanover, Munich, Stuttgart, Tradegate
                   Exchange; Nasdaq
   EQS News ID:    1945523

End of News EQS News Service
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1945523 12.07.2024 CET/CEST