20.06.2024 08:07:07 - dpa-AFX: EQS-Adhoc: Ad hoc: Novartis BidCo Germany AG Intends to Implement a Merger Squeeze-out of MorphoSys AG's Minority Shareholders (english)

Ad hoc: Novartis BidCo Germany AG Intends to Implement a Merger Squeeze-out
of MorphoSys AG's Minority Shareholders

EQS-Ad-hoc: MorphoSys AG / Key word(s): Squeeze Out
Ad hoc: Novartis BidCo Germany AG Intends to Implement a Merger Squeeze-out
of MorphoSys AG's Minority Shareholders

20-Jun-2024 / 08:06 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, June 20, 2024

Ad hoc: Novartis BidCo Germany AG Intends to Implement a Merger Squeeze-out
of MorphoSys AG's Minority Shareholders

MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany
AG informed the MorphoSys AG Management Board of its intention to merge
MorphoSys AG as transferring company into Novartis BidCo Germany AG.
Novartis BidCo Germany AG proposed to enter negotiations with the MorphoSys
AG Management Board on a merger agreement.

In connection with the merger of MorphoSys AG into Novartis BidCo Germany
AG, Novartis BidCo Germany AG today also submitted the formal request
pursuant to section 62 para. 5 of the German Transformation Act in
conjunction with section 327a para. 1 of the German Stock Corporation Act to
initiate the procedure for transferring the shares of MorphoSys AG's
minority shareholders to Novartis BidCo Germany AG against an adequate cash
compensation (merger squeeze-out), and to ensure that the necessary
shareholders' resolution on the merger squeeze-out is adopted at the
MorphoSys AG Annual General Meeting expected to take place in August 2024.

Novartis BidCo Germany AG confirmed that it currently holds approximately
91.04% of the total MorphoSys AG share capital. Therefore, Novartis BidCo
Germany AG is the majority shareholder of MorphoSys AG within the meaning of
section 62 para. 5 of the German Transformation Act in conjunction with
section 327a para. 1 of the German Stock Corporation Act. The amount of the
adequate cash compensation that Novartis BidCo Germany AG, as majority
shareholder, will grant to MorphoSys AG's minority shareholders for the
transfer of their shares has not yet been determined.

***

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

This communication contains certain forward-looking statements concerning
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
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 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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20-Jun-2024 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
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
   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:    1929281




End of Announcement EQS News Service
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1929281 20-Jun-2024 CET/CEST
Name WKN Börse Kurs Datum/Zeit Diff. Diff. % Geld Brief Erster Schluss
MORPHOSYS AG O.N. 663200 Xetra 67,850 27.06.24 09:24:06 +0,250 +0,37% 67,650 67,800 67,700 67,600

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