MorphoSys and Novartis Sign Delisting Agreement and Intend to Implement a
Merger Squeeze-out of MorphoSys' Minority Shareholders

EQS-News: MorphoSys AG / Key word(s): Squeeze Out
MorphoSys and Novartis Sign Delisting Agreement and Intend to Implement a
Merger Squeeze-out of MorphoSys' Minority Shareholders

20.06.2024 / 08:25 CET/CEST
The issuer is solely responsible for the content of this announcement.

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Media Release

Planegg/Munich, Germany, June 20, 2024

MorphoSys and Novartis Sign Delisting Agreement and Intend to Implement a
Merger Squeeze-out of MorphoSys' Minority Shareholders

MorphoSys AG (FSE: MOR; NASDAQ: MOR) today announced that the company 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 (together with Novartis BidCo AG and
Novartis AG hereinafter collectively referred to as "Novartis") also
informed MorphoSys of their 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 EUR 68.00 per share in cash (the "Takeover Offer"). The
acceptance period of the Takeover Offer and the statutory two-week
additional acceptance period ended on May 13, 2024, and May 30, 2024,
respectively. 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 today
signed an agreement confirming that Novartis intends to launch a public
delisting purchase offer (the "Delisting Offer") for all outstanding
MorphoSys no-par value bearer shares that are not presently held by
Novartis. Novartis will offer MorphoSys shareholders EUR 68.00 per share in
cash, corresponding to its preceding Takeover Offer.

The Delisting Offer document is expected to be published by Novartis in
early July 2024 after the German Federal Financial Supervisory Authority
("BaFin") has approved its publication, in accordance with the provisions of
the German Securities Acquisition and Takeover Act. Once the Delisting Offer
document is published by Novartis, a four-week (but not less than 20 U.S.
business days) offer period for MorphoSys shareholders to tender their
shares will commence.

Following publication of the Delisting Offer document, the MorphoSys
Management Board and Supervisory Board will issue a joint reasoned statement
in accordance with sec. 27 of the German Securities Acquisition and Takeover
Act. Additionally, in accordance with U.S. securities laws, Novartis will
file the Delisting Offer document and a Tender Offer Statement on Schedule
TO, and MorphoSys will file the joint reasoned statement and a
Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S.
Securities and Exchange Commission (the "SEC").

Following BaFin approval, the Delisting Offer document and additional
information relating to the Delisting Offer will be published by Novartis on
this website:
https://www.novartis.com/investors/morphosys-acquisition/delisting-purchase-offer.
The Tender Offer Statement on Schedule TO and the
Solicitation/Recommendation Statement on Schedule 14D-9 will be made
available on the SEC's website at www.sec.gov and under the "SEC Filings"
section of the MorphoSys website at www.morphosys.com/en/investors.

Following the publication of the Delisting Offer document by Novartis,
MorphoSys will apply for revocation of the admission to trading of MorphoSys
shares on the regulated market of the Frankfurt Stock Exchange. MorphoSys
also intends to delist from NASDAQ. 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.

MorphoSys and Novartis Intend to Implement a Merger Squeeze-out of
MorphoSys' Minority Shareholders

Novartis also informed MorphoSys of their 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.

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.

Additional Information and Where to Find It

The delisting offer described in this communication (the "Delisting Offer")
has not yet commenced. This communication is neither an offer to purchase
nor a solicitation of an offer to sell shares of MorphoSys AG (the
"Company"). The final terms and further provisions regarding the Delisting
Offer will be in the offer document once the publication of the offer
document by Novartis BidCo AG (the "Bidder") has been approved by the German
Federal Financial Supervisory Authority (the "BaFin"), after which the offer
document will be filed with the U.S. Securities and Exchange Commission (the
"SEC"). A solicitation and an offer to buy shares of the Company will be
made only pursuant the offer document. In connection with the Delisting
Offer, the Bidder and Novartis AG will file a Tender Offer Statement on
Schedule TO with the SEC (together with the offer document, an Offer to
Purchase including the means to tender and other related documents, the
"Delisting Offer Documents"), the Company's management board and supervisory
board will issue a joint reasoned statement in accordance with sec. 27 of
the German Securities Acquisition and Takeover Act and the Company will file
a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
(together with the joint reasoned statement, the "Recommendation
Statements"). THE COMPANY'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO
READ THE DELISTING OFFER DOCUMENTS AND THE RECOMMENDATION STATEMENTS BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE DELISTING OFFER. The
Delisting Offer Documents and the Recommendation Statements will be
distributed to all stockholders of the Company in accordance with German and
U.S. securities laws. The Tender Offer Statement on Schedule TO and the
Solicitation/Recommendation Statement on Schedule 14D-9 will be made
available for free at the SEC's website at www.sec.gov. Additional copies
may be obtained for free by contacting the Bidder or the Company. Free
copies of these materials and certain other offering documents will be made
available on the Company's website in English at
morphosys.com/en/investors/Novartis-TakeoverOffer and in German at
morphosys.com/de/investoren/Novartis-TakeoverOffer, by mail to MorphoSys AG,
Semmelweisstrasse 7, 82152 Planegg, Germany or by phone at +49 89 8992 7179.

In addition to the Offer to Purchase, including the means to tender and
certain other Delisting Offer Documents, as well as the
Solicitation/Recommendation Statement, the Company files other information
with the SEC. The Company's filings with the SEC are also available for free
to the public from commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov and are also available free of charge
under the "SEC Filings" section of the Company's website at
www.morphosys.com/en/investors.

In order to reconcile certain areas where German law and U.S. law conflict,
Novartis AG and the Bidder expect to request no-action and exemptive relief
from the SEC to conduct the Delisting Offer in the manner described in the
offer document.

Acceptance of the Delisting Offer by stockholders residing outside Germany
and the United States of America may be subject to further legal
requirements. With respect to the acceptance of the Delisting Offer outside
Germany and the United States, no responsibility is assumed for the
compliance with such legal requirements applicable in the respective
jurisdiction.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning
the Company, the Bidder 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, the Company's forward-looking
statements include statements about the expected timetable for the
consummation of the Delisting Offer and the delisting; the Company's plans,
objectives, expectations and intentions; and the financial condition,
results of operations and business of the Company and Novartis AG.

The forward-looking statements contained in this communication represent the
judgment of the Company 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
the Company, 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 the Company's 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: uncertainties as
to the timing of the Delisting Offer; uncertainties as to how many of the
Company's stockholders will tender their stock in the Delisting Offer; the
possibility that competing offers will be made; the effects of the
acquisition of MorphoSys by Novartis AG on relationships with employees,
other business partners or governmental entities; that the Bidder and
Novartis AG may not realize the potential benefits of the acquisition of
MorphoSys by Novartis AG; transaction costs associated with the Delisting
Offer; potential operational difficulties with integrating MorphoSys with
Novartis AG; that the Company's expectations may be incorrect; the inherent
uncertainties associated with competitive developments, clinical trial and
product development activities and regulatory approval requirements; the
Company's reliance on collaborations with third parties; estimating the
commercial potential of the Company's development programs; and other risks
indicated in the risk factors included in the Company's filings with the
SEC, including the Company's Annual Report on Form 20-F, as well as the
Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the
Company and the Tender Offer Statement on Schedule TO and related Delisting
Offer documents to be filed by the Bidder and Novartis AG. 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. The Company and the Bidder
expressly disclaim 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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20.06.2024 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
   Indices:        MDAX, TecDAX
   Listed:         Regulated Market in Frankfurt (Prime Standard);
                   Regulated Unofficial Market in Berlin, Dusseldorf,
                   Hamburg, Hanover, Munich, Stuttgart, Tradegate
                   Exchange; Nasdaq
   EQS News ID:    1929297

End of News EQS News Service
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1929297 20.06.2024 CET/CEST