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EQS-News: MorphoSys AG / Key word(s): Quarterly / Interim Statement
MorphoSys AG Reports First Quarter 2024 Financial Results
2024-04-29 / 22:01 CET/CEST
The issuer is solely responsible for the content of this announcement.
Media Release
Planegg/Munich, Germany, April 29, 2024

MorphoSys AG Reports First Quarter 2024 Financial Results
. Entered into Business Combination Agreement to be acquired by Novartis for EUR 68.00 per share in cash,
representing a total equity value of EUR 2.7 billion
. Received all mandatory antitrust approvals for the proposed acquisition by Novartis
. Shareholder acceptance period for the Novartis offer has commenced and will end on May 13, 2024, at 24:00
hours CEST
. Sold all tafasitamab rights worldwide to Incyte
. EUR 631.9 million in cash and other financial assets as of March 31, 2024

MorphoSys AG (FSE: MOR; NASDAQ: MOR) reports results for the first quarter of 2024.
"The proposed acquisition by Novartis is advancing steadily, and we continue to anticipate its closure in the first
half of 2024. The acceptance period for the acquisition is currently underway, and both our Management Board and
Supervisory Board unanimously recommend that our shareholders accept the offer and tender their shares given the highly
attractive and equitable offer price," said Jean-Paul Kress, M.D., Chief Executive Officer of MorphoSys. "Utilizing its
extensive resources, broad scientific experience and worldwide presence, Novartis will help maximize commercial and
expedite development opportunities across our promising oncology programs."
Novartis' Public Takeover Offer Highlights:
On February 5, 2024, MorphoSys announced the intention of Novartis BidCo AG, a wholly owned indirect subsidiary of
Novartis AG (hereinafter collectively referred to as "Novartis"), to submit a voluntary public takeover offer for all
outstanding MorphoSys no-par value bearer shares at an offer price of EUR 68.00 per share in cash, representing a total
equity value of EUR 2.7 billion. The offer price corresponds to a premium of 94% and 142% on the volume-weighted average
price during the last month and three months, respectively, as of the unaffected January 25, 2024, closing price.
On March 13, 2024, MorphoSys confirmed the receipt of antitrust clearance in Germany and Austria. Subsequently, on
March 22, 2024, MorphoSys announced the receipt of U.S. antitrust clearance. As a result, all mandatory antitrust
approvals for the proposed acquisition have been obtained.
On April 11, 2024, Novartis published its offer document. Following the publication of the offer document, the
MorphoSys Management Board and Supervisory Board issued a joint reasoned statement, recommending that shareholders
accept the offer and tender their MorphoSys shares. The acceptance period for shareholders commenced with the
publication of the offer document on April 11, 2024, and will end on May 13, 2024, at 24:00 hours CEST and 18:00 hours
EDT (also on May 13, 2024).
Medical Conferences Highlights:
On April 24, 2024, MorphoSys announced that new efficacy and safety data from the Phase 3 MANIFEST-2 trial of
pelabresib, an investigational BET inhibitor, in combination with the JAK inhibitor ruxolitinib in JAK inhibitor-naïve
patients with myelofibrosis will be highlighted during an oral presentation on Friday, May 31, at the 2024 American
Society of Clinical Oncology (ASCO) Annual Meeting. Additionally, new data from the Phase 2 study of tulmimetostat, an
investigational next-generation dual inhibitor of EZH2 and EZH1, in patients with advanced solid tumors or hematologic
malignancies will be showcased in a poster presentation at ASCO 2024 on Saturday, June 1.
Financial Results for the First Quarter of 2024 (IFRS):
The financial results presented for the first quarter of 2024 relate to continuing business operations of MorphoSys.
Due to the announcement on February 5, 2024, of the sale and transfer of all rights worldwide related to tafasitamab to
Incyte Corporation ("Incyte"), the entire tafasitamab business has been classified as discontinued operations.
Consequently, the figures reported for the first quarter of 2023 were adapted due to this change in presentation.
Group Revenues: Group revenues from continued operations amounted to EUR 27.5 million (3M 2023: EUR 24.3 million). Group
revenues mainly included revenues from royalties in the amount of EUR 27.0 million (3M 2023: EUR 20.9 million), Additional
Group revenues from continued operations are attributable to licenses, milestones, and other sources, amounting to EUR
0.5 million (3M 2023: EUR 3.5 million).
Cost of Sales: Cost of sales in the first quarter of 2024 amounted to EUR 2.8 million (3M 2023: EUR 1.0 million). The
year-on-year increase is mainly attributable to higher personnel costs.
Research and Development (R&D) Expenses: In the first quarter 2024, R&D expenses were EUR 85.2 million (Q1 2023: EUR 65.4
million). The increase consists mainly in personnel expenses resulting from probable effects of both an accelerated
vesting of certain share-based compensation programs and the recognition of remuneration-related provisions following
the proposed acquisition by Novartis.
Selling, General and Administrative (SG&A) Expenses: Selling expenses in the first quarter 2024 were EUR 18.5 million (Q1
2023: EUR 3.4 million). The increase in selling expenses is mainly due to the probable effects of accelerated vesting of
certain share-based payment programs and the recognition of remuneration-related provisions following the proposed
acquisition by Novartis. General and administrative (G&A) expenses amounted to EUR 185.5 million (Q1 2023: EUR 10.6
million). The increase in general and administrative expenses is mainly due to the probable effects of accelerated
vesting of certain share-based payment programs and the recognition of remuneration-related provisions following the
proposed acquisition by Novartis. Expenses resulting from external services mainly increased due to the expected
transaction costs in connection with the proposed acquisition by Novartis.
Operating Loss: Operating loss amounted to EUR 264.4 million in the first quarter 2024 (Q1 2023: operating loss of EUR 56.1
million).
Consolidated Net Loss: For the first quarter 2024, consolidated net loss was EUR 311.0 million (Q1 2023: consolidated net
loss of EUR 32.2 million).
Monjuvi/Minjuvi^® Update (Discontinued Operations):
On February 5, 2024, MorphoSys entered into a purchase agreement with Incyte to sell and transfer all rights worldwide
related to tafasitamab to Incyte.
Monjuvi (tafasitamab-cxix) U.S. net product sales of USUSD 6.4 million (EUR 5.9 million) prior to the sale of tafasitamab
to Incyte on February 5, 2024.
Minjuvi royalty revenue of EUR 0.6 million for sales outside of the U.S. prior the sale of tafasitamab to Incyte on
February 5, 2024.
Since February 5, 2024, all research and development activities in connection with tafasitamab are in the
responsibility of Incyte, and hence MorphoSys does no longer recognize research and development expenses from such
activities.
Full Year 2024 Financial Guidance:
As a consequence of the sale and transfer of tafasitamab to Incyte on February 5, 2024, MorphoSys' 2024 financial
guidance published on January 30, 2024, cannot be maintained and therefore was revoked. For the time being, MorphoSys
will no longer make a forecast for the gross margin or revenues from Monjuvi product sales, as no such revenues are
expected to be realized this year.
For 2024, MorphoSys expects R&D expenses of EUR 170 million to EUR 185 million on a standalone basis. R&D expenses mainly
represent our investments in the development of pelabresib and tulmimetostat. Selling, administrative and general
expenses are expected to be between EUR 90 million and EUR 105 million on a standalone basis. Potential effects from the
implementation of the Novartis takeover offer, including any first quarter 2024 related provisions and expenses
associated with the change of control, are not included in this forecast. The overall forecast is subject to a number
of uncertainties, including inflation and foreign currency effects.
Operational Outlook:
The following activity is planned for 2024:
. Following the anticipated close of the proposed acquisition by Novartis in the first half of 2024, submit
a New Drug Application for pelabresib in combination with ruxolitinib in myelofibrosis to the U.S. Food and Drug
Administration (FDA) and a Marketing Authorization Application to the European Medicines Agency in the second half
of 2024.
MorphoSys Group Key Figures (IFRS, end of the first quarter: March 31, 2024)

in EUR million                                                                           Q1 2024     Q1 2023       ? 
Revenues                                                                                   27.5        24.3      13 % 
Royalties                                                                                  27.0        20.9      29 % 
Licenses, Milestones and Other                                                              0.5         3.5    (86) % 
Cost of Sales                                                                             (2.8)       (1.0)     >100% 
Gross Profit                                                                               24.7        23.3       6 % 
Total Operating Expenses                                                                (289.1)      (79.4)     >100% 
Research and Development                                                                 (85.2)      (65.4)      30 % 
Selling                                                                                  (18.5)       (3.4)     >100% 
General and Administrative                                                              (185.5)      (10.6)     >100% 

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