* Novartis secured 79.6 percent acceptance by MorphoSys shareholders during
the initial acceptance period, reaching the minimum 65% acceptance threshold

  * Settlement of the shares tendered during the initial acceptance period is
    expected to occur on 23 May 2024
  * Additional statutory acceptance period is expected to end on 30 May 2024 at
    24:00 hours CEST
  * Transaction strengthens the Novartis pipeline in oncology, adding
    pelabresib, a late-stage BET inhibitor for myelofibrosis and tulmimetostat,
    an early-stage investigational dual inhibitor of EZH2 and EZH1 for solid
    tumors or lymphomas

Basel, 16 May 2024 - Today, Novartis BidCo AG, an (indirect) wholly owned
subsidiary of Novartis AG, announced the result of its voluntary public takeover
offer (the "Offer") for the shares of MorphoSys AG ("MorphoSys"), including all
shares represented by MorphoSys American Depositary Shares ("ADS"). As of the
expiry of the acceptance period at 24:00 hours CEST on 13 May 2024, the Offer
has been accepted by approximately 79.6 percent of the total share capital of
MorphoSys, including purchases by Novartis BidCo AG outside the Offer for
approximately 11.6 percent of the share capital. All conditions of the Offer,
including the minimum acceptance threshold of 65%, were fulfilled by the end of
the acceptance period. The settlement of the shares tendered during the initial
acceptance period is scheduled for 23 May 2024.
The statutory two-week additional acceptance period for the Offer will commence
on 17 May 2024 and end on 30 May 2024 at 24:00 hours CEST and 18:00 hours EDT
(also on 30 May 2024). During this time, shareholders who have not tendered
their MorphoSys shares, including shares represented by MorphoSys ADS, can still
accept the Offer.
With all offer conditions fulfilled, Novartis can now begin the necessary steps
to progress the integration of MorphoSys, including full access to pelabresib
(CPI-0610), a novel BET inhibitor in combination with ruxolitinib for patients
with myelofibrosis. The integration also allows full access to tulmimetostat
(CPI-0209), an early-stage investigational dual inhibitor of EZH1 and EZH2
currently being tested in patients with solid tumors or lymphomas, as well as a
broad portfolio of partnered assets, some of which are in partnership with
Novartis, including ianalumab (VAY736). In the context of the integration
Novartis continues to progress the workstreams for implementation of both a
delisting of MorphoSys and a domination and profit and loss transfer agreement
with MorphoSys.
Georgeson is acting as information agent for Novartis for the Offer. Deutsche
Bank is acting as share tender agent and The Bank of New York Mellon is acting
as ADS tender agent for the Offer.
The offer document for the Offer and additional information are available at
www.novartis.com/investors/morphosys-acquisition
(http://www.novartis.com/investors/morphosys-acquisition). A takeover offer
hotline for retail shareholders is available between 9:00-18:00 hours CEST from
Monday through Friday at +49 89 38038187 (for German callers) and
+44 203 005 6716 (for international callers). A takeover offer hotline for ADS
holders is available between 9:00-23:00 hours EDT from Monday through Friday and
12:00-18:00 hours EDT on Saturdays at +1 (866) 356-7344 (for U.S. callers) and
+1 (781) 236-4704 (for callers outside the U.S.).
Additional Information and Where to Find it
This communication is neither an offer to purchase nor a solicitation of an
offer to sell shares of MorphoSys. The final terms and further provisions
regarding the Offer are available in the offer document published by Novartis
BidCo AG (formerly known as Novartis data42 AG) (the "Bidder"). The offer
document has been approved by the BaFin and has been filed with the U.S.
Securities and Exchange Commission (the "SEC"). The solicitation and offer to
buy shares of MorphoSys is only being made pursuant the offer document. In
connection with the Offer, the Bidder and Novartis AG have filed 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
"Offer Documents"), the management board and supervisory board of MorphoSys have
issued a joint reasoned statement in accordance with sec. 27 of the German
Securities Acquisition and Takeover Act and MorphoSys has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC (together
with the joint reasoned statement, the "Recommendation Statements"). THE
MORPHOSYS SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE OFFER DOCUMENTS
AND THE RECOMMENDATION STATEMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER. The Offer Documents and the Recommendation Statements will be distributed
to all stockholders of MorphoSys 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 are available for free
at the SEC's website at www.sec.gov (http://www.sec.gov). Additional copies may
be obtained for free by contacting the Bidder or MorphoSys. Free copies of these
materials and certain other offering documents are available on the Bidder's
website at www.novartis.com/investors/morphosys-acquisition
(http://www.novartis.com/investors/morphosys-acquisition) or by contacting the
Bidder's investor relations department at +41 61 324 7944.
In addition to the Offer to Purchase, including the means to tender and certain
other Offer Documents, as well as the Solicitation/Recommendation Statement,
MorphoSys and the Bidder will file other information with the SEC. Filings by
Novartis AG and the Bidder 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 (http://www.sec.gov).
In order to reconcile certain areas where German law and U.S. law conflict,
Novartis AG and the Bidder have requested and received no-action and exemptive
relief from the SEC to conduct the Offer in the manner described in the offer
document.
Acceptance of the Offer by stockholders residing outside Germany and the U.S.
may be subject to further legal requirements. With respect to the acceptance of
the Offer outside Germany and the U.S., no responsibility is assumed for the
compliance with such legal requirements applicable in the respective
jurisdiction.
Disclaimer
This press release contains forward-looking statements concerning Novartis AG,
the Bidder, MorphoSys and the 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, forward-looking statements include statements about the parties'
ability to satisfy the conditions to the consummation of the Offer; statements
about the expected timetable for the consummation of the Offer; the plans,
objectives, expectations and intentions of Novartis AG and the Bidder; and the
financial condition, results of operations and business of MorphoSys and
Novartis AG. The forward-looking statements contained in this communication
represent the judgment of the Bidder and Novartis AG as at 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 Novartis AG, 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 results, performance, financial condition
and liquidity of Novartis AG, 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 Offer; uncertainties as to how many of the
MorphoSys stockholders will tender their stock in the Offer; the possibility
that competing offers will be made; the possibility that various conditions for
the Offer may not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the consummation of the
Offer; the effects of the Offer on relationships with employees, other business
partners or governmental entities; that the Bidder and Novartis AG may not
realize the potential benefits of the Offer; transaction costs associated with
the Offer; that expectations may be incorrect; the uncertainties inherent in
research and development, including clinical trial results and additional
analysis of existing clinical data; regulatory actions or delays or government
regulation generally; global trends toward health care cost containment,
including government, payor and general public pricing and reimbursement
pressures and requirements for increased pricing transparency; our ability to
obtain or maintain proprietary intellectual property protection; the particular
prescribing preferences of physicians and patients; general political, economic
and business conditions, including the effects of and efforts to mitigate
pandemic diseases; safety, quality, data integrity or manufacturing issues;
potential or actual data security and data privacy breaches, or disruptions of
our information technology systems, and other risks and factors referred to in
Novartis AG's current Form 20-F on file with the US Securities and Exchange
Commission, as well as the Solicitation/Recommendation Statement on Schedule
14D-9 to be filed by MorphoSys and the Tender Offer Statement on Schedule TO and
related 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 Bidder, Novartis AG and
MorphoSys 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.
About Novartis
Novartis is an innovative medicines company. Every day, we work to reimagine
medicine to improve and extend people's lives so that patients, healthcare
professionals and societies are empowered in the face of serious disease. Our
medicines reach more than 250 million people worldwide.
Reimagine medicine with us: Visit us at https://www.novartis.com
(https://www.novartis.com/) and connect with us on LinkedIn
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Novartis Media Relations
E-mail: media.relations@novartis.com
(mailto:media.relations@novartis.com)

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