BASEL (dpa-AFX) - MorphoSys (MOR) has announced that it reached an agreement
with Novartis (NVS) based on Novartis' intention to submit a voluntary public
takeover offer for all of MorphoSys' outstanding common shares. The proposed
offer includes a payment of 68.00 euros per share in cash, resulting in a total
equity value of 2.7 billion euros.

The offer price corresponds to a premium of 94% and 142% on the volume-weighted
average price during the last month and three months as of the unaffected
January 25, 2024 close, respectively - the day before rumors about a transaction
first surfaced. It also represents a premium of 89% percent to the closing share
price of January 25, 2024.

As part of the agreement with Novartis, Novartis seeks to obtain exclusive,
worldwide rights to develop and commercialize pelabresib, an investigational BET
inhibitor, and tulmimetostat, an investigational next-generation dual inhibitor
of EZH2 and EZH1, across all indications.

MorphoSys said its management Board and Supervisory Board intend to recommend
the acceptance of the Takeover Offer. The Takeover Offer will contain customary
closing conditions, in particular a minimum acceptance threshold of 65% of
MorphoSys' share capital and regulatory clearances. The closing is currently
expected to take place in the first half of 2024.

MorphoSys and Novartis agreed to take MorphoSys private promptly after the
Takeover Offer has been settled.

Separately, MorphoSys entered into an agreement with Incyte Corp. to sell and
transfer all rights worldwide related to tafasitamab for $25.0 million.
Currently, MorphoSys partners with Incyte on the development and
commercialization of tafasitamab.

MorphoSys said its 2024 financial guidance cannot be maintained, due to the sale
and transfer of tafasitamab to Incyte. A revised financial guidance will be
issued in due course.



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