MorphoSys Announces U.S. Antitrust Clearance of Proposed Acquisition by Novartis Under HSR Act
- MorphoSys AG receives U.S. antitrust clearance under the HSR Act for acquisition by Novartis AG.
- Novartis intends to submit a voluntary public takeover offer for all outstanding MorphoSys shares at € 68.00 per share.
- The total equity value of the proposed takeover offer amounts to € 2.7 billion.
- The offer document is set to be published by Novartis in April 2024 after approval from BaFin.
- The acceptance period for MorphoSys shareholders to tender their shares will commence upon the publication of the offer document.
- The Takeover Offer requires a minimum acceptance threshold of 65% of MorphoSys' share capital.
- The closing of the Takeover Offer is expected to occur in the first half of 2024.
- None.
Insights
The antitrust clearance from the United States for the acquisition of MorphoSys by Novartis is a significant milestone in the M&A landscape. This clearance indicates a green light for the merger from a regulatory standpoint, which is a critical hurdle for any deal of this magnitude. The deal is poised to reshape the competitive dynamics in the biopharmaceutical industry, particularly in the therapeutic areas where MorphoSys operates.
From a market perspective, the acquisition price of €68.00 per share in cash represents a substantial investment by Novartis, with a total equity value of €2.7 billion. Investors and analysts will be closely monitoring the acceptance rate of the tender offer, as the minimum threshold is set at 65% of MorphoSys' share capital. This threshold is a standard safeguard in takeover offers, ensuring that the acquiring company gains a significant level of control over the target.
It is also important to note the timing of the transaction, with expectations for the deal to close in the first half of 2024. This provides a clear timeline for investors and allows for strategic planning. The market will likely react to this news with a focus on the potential for Novartis to strengthen its portfolio and drive growth through the acquisition of MorphoSys' assets.
The receipt of antitrust clearances in the US, Germany and Austria removes a major uncertainty surrounding the proposed acquisition of MorphoSys by Novartis. For investors, the removal of regulatory barriers often leads to adjustments in the stock prices of both entities involved. Typically, the target company's stock price may rise towards the offer price, while the acquirer's stock might react depending on how the market perceives the deal's value.
Financially, the deal's impact on Novartis' balance sheet and future earnings will be scrutinized. The acquisition cost of €2.7 billion will be weighed against the potential revenue streams and synergies expected from MorphoSys' pipeline and existing products. Long-term benefits may include enhanced drug development capabilities and an expanded market presence.
Regarding the tender offer, the set price of €68.00 per share will be compared against MorphoSys' current trading price and historical performance. A premium on the current market price can be indicative of Novartis' confidence in MorphoSys' value and future prospects. However, it is essential for investors to consider the potential risks, such as integration challenges and the performance of MorphoSys' pipeline post-acquisition.
The completion of regulatory requirements under the Hart-Scott-Rodino Act is a complex legal process that ensures that the proposed acquisition does not create anti-competitive issues within the market. The fact that MorphoSys has now received all mandatory regulatory approvals implies a comprehensive review by the authorities and suggests that the merger is not expected to harm competition.
Legal considerations moving forward will include the adherence to the provisions of the German Securities Acquisition and Takeover Act. The BaFin's role in approving the publication of the offer document is crucial, as it ensures that all information disclosed to the shareholders of MorphoSys meets regulatory standards for transparency and fairness.
The legal stipulation of a 65% minimum acceptance threshold is a common mechanism designed to protect the interests of the acquiring company. It prevents a scenario where the acquirer does not obtain enough shares to exert meaningful control, which could lead to a complex and potentially contentious integration process. For MorphoSys' shareholders, understanding the legal terms of the offer and the implications of tendering their shares is essential for making an informed decision.
PLANEGG and MUNICH, GERMANY / ACCESSWIRE / March 22, 2024 / MorphoSys AG (FSE:MOR)(NASDAQ:MOR) today announced the receipt of U.S. antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in connection with the proposed acquisition of MorphoSys by Novartis AG ("Novartis"), following the expiration of the HSR Act waiting period. MorphoSys previously also announced the receipt of antitrust clearance in Germany and Austria. As a result, the proposed acquisition of MorphoSys by Novartis has now received all mandatory regulatory approvals.
On February 5, 2024, MorphoSys announced the intention of Novartis to submit a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares at an offer price of € 68.00 per share in cash (the "Takeover Offer"), representing a total equity value of € 2.7 billion. The offer document of the Takeover Offer is expected to be published by Novartis in April 2024 in accordance with the provisions of the German Securities Acquisition and Takeover Act, after the German Federal Financial Supervisory Authority ("BaFin") has approved the publication. Once the offer document is published by Novartis, the acceptance period for MorphoSys shareholders to tender their shares will begin. The Takeover Offer will require a minimum acceptance threshold of
MorphoSys and Novartis continue to expect the closing of the Takeover Offer to take place in the first half of 2024.
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.
Additional Information and Where to Find it
The takeover offer described in this communication (the "Takeover Offer") has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of MorphoSys AG (the "Company"). The final terms and further provisions regarding the Takeover Offer will be in the offer document once the publication of the offer document by Novartis BidCo AG (formerly known as Novartis data42 AG) (the "Bidder") has been approved by the German Federal Financial Supervisory Authority (the "BaFin"), after which the offer document will be filed with the U.S. Securities and Exchange Commission (the "SEC"). A solicitation and an offer to buy shares of the Company will be made only pursuant the offer document. In connection with the Takeover Offer, the Bidder and Novartis AG will file a 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 "Takeover Offer Documents"), the Company's management board and supervisory board will issue a joint reasoned statement in accordance with sec. 27 of the German Securities Acquisition and Takeover Act and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC (together with the joint reasoned statement, the "Recommendation Statements"). THE COMPANY'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TAKEOVER OFFER DOCUMENTS AND THE RECOMMENDATION STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TAKEOVER OFFER. The Takeover Offer Documents and the Recommendation Statements will be distributed to all stockholders of the Company 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 will be made available for free at the SEC's website at www.sec.gov. Additional copies may be obtained for free by contacting the Bidder or the Company. Free copies of these materials and certain other offering documents will be made available on the Company's website in English at morphosys.com/en/investors/Novartis-TakeoverOffer and in German at morphosys.com/de/investoren/Novartis-TakeoverOffer, by mail to MorphoSys AG, Semmelweisstrasse 7, 82152 Planegg, Germany or by phone at +49 89 8992 7179.
In addition to the Offer to Purchase, including the means to tender and certain other Takeover Offer Documents, as well as the Solicitation/Recommendation Statement, the Company files other information with the SEC. The Company's filings 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 and are also available free of charge under the "SEC Filings" section of the Company's website at www.morphosys.com/en/investors.
In order to reconcile certain areas where German law and U.S. law conflict, Novartis AG and the Bidder expect to request no-action and exemptive relief from the SEC to conduct the Takeover Offer in the manner described in the offer document.
Acceptance of the Takeover Offer by stockholders residing outside Germany and the United States of America may be subject to further legal requirements. With respect to the acceptance of the Takeover Offer outside Germany and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.
Forward Looking Statements
This communication contains certain forward-looking statements concerning the Company, the Bidder and the Takeover 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, the Company's forward-looking statements include statements about the parties' ability to satisfy the conditions to the consummation of the Takeover Offer; statements about the expected timetable for the consummation of the Takeover Offer; the Company's plans, objectives, expectations and intentions; and the financial condition, results of operations and business of the Company and Novartis AG.
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 Takeover Offer; uncertainties as to how many of the Company's stockholders will tender their stock in the Takeover Offer; the possibility that competing offers will be made; the possibility that various conditions for the Takeover 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 Takeover Offer; the effects of the Takeover 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 Takeover Offer; transaction costs associated with the Takeover Offer; 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, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company and the Tender Offer Statement on Schedule TO and related Takeover 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 Company and the Bidder 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.
| For more information, please contact: | |
| Media Contacts: Thomas Biegi Senior Vice President, Corporate Affairs Tel.: +49 (0)89 / 899 27 26079 thomas.biegi@morphosys.com | Investor Contacts: Dr. Julia Neugebauer Vice President, Global Investor Relations Tel: +49 (0)89 / 899 27 179 julia.neugebauer@morphosys.com |
Eamonn Nolan Senior Director, Corporate Communications & Investor Relations Tel: +1 617-548-9271 eamonn.nolan@morphosys.com | |
SOURCE: MorphoSys AG
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