Ad hoc: Merger Squeeze-out Cash Compensation Determined at EUR 68.00

EQS-Ad-hoc: MorphoSys AG / Key word(s): Squeeze Out
Ad hoc: Merger Squeeze-out Cash Compensation Determined at EUR 68.00

12-Jul-2024 / 14:34 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Publication of an inside information according to Article 17 para. 1 of the
Regulation (EU) No. 596/2014

Key word(s): Squeeze Out

Planegg/Munich, Germany, July 12, 2024

Ad hoc: Merger Squeeze-out Cash Compensation Determined at EUR 68.00

MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany
AG submitted a specified request (konkretisiertes Verlangen) to the
MorphoSys AG Management Board, pursuant to section 62 para. 1 and 5 first
sentence of the German Transformation Act (Umwandlungsgesetz - UmwG) in
conjunction with sections 327a et seqq. of the German Stock Corporation Act
(Aktiengesetz - AktG), to convene the MorphoSys AG's Annual General Meeting
to resolve on the transfer of shares held by MorphoSys AG's minority
shareholders to Novartis BidCo Germany AG against adequate cash
compensation.

Novartis BidCo Germany AG currently holds approximately 91.04% and, after
deduction of the number of treasury shares pursuant to section 62 para. 1
sentence 2 UmwG, approximately 91.17% of the MorphoSys AG share capital and
is therefore the major shareholder of MorphoSys AG as defined by section 62
para. 5 UmwG. Novartis BidCo Germany AG has determined the amount of the
cash compensation to be EUR 68.00 per MorphoSys AG share. The
court-appointed expert auditor has already indicated that, from a current
standpoint, it will confirm the cash compensation to be adequate.

The conclusion and notarization of the merger agreement between MorphoSys AG
and Novartis BidCo Germany AG will take place shortly. At the MorphoSys AG
Annual General Meeting, expected to take place on August 27, 2024, a
resolution will be adopted on transferring MorphoSys AG minority
shareholders' shares to Novartis BidCo Germany AG against a cash
compensation of EUR 68.00 per share.

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.

***

END OF AD HOC ANNOUNCEMENT


End of Inside Information

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Information and Explanation of the Issuer to this announcement:

Information and Explanation of the Issuer to this announcement:

This communication is neither an offer to purchase nor a solicitation of an
offer to sell shares of MorphoSys AG.

MorphoSys Forward Looking Statements (1)

This communication contains certain forward-looking statements concerning
MorphoSys AG (the "Company"), Novartis BidCo Germany AG and the merger
squeeze-out 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.

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 merger squeeze-out; the effects of the merger
squeeze-out on relationships with employees, other business partners or
governmental entities; that Novartis BidCo Germany AG and Novartis AG may
not realize the potential benefits of the acquisition of the Company by
Novartis AG; transaction costs associated with the merger squeeze-out;
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
U.S. Securities and Exchange Commission (SEC), including the Company's
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. The Company 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.

About MorphoSys

At MorphoSys, we are driven by our mission: More life for people with
cancer. As a global commercial-stage 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.

For more information, please contact:

MorphoSys AG

Dr. Julia Neugebauer

Vice President, Global Investor Relations

Tel: +49 (0)89 / 899 27 179

julia.neugebauer@morphosys.com


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Archive at www.eqs-news.com

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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:    1945449

End of Announcement EQS News Service
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1945449 12-Jul-2024 CET/CEST