MorphoSys Announces Voluntary Delisting from the Nasdaq Global Market
MorphoSys has announced its intention to voluntarily delist its American Depositary Shares (ADSs) from the Nasdaq Global Market. The delisting process will begin with the filing of Form 25 with the SEC around July 25, 2024, and the ADSs will cease trading on Nasdaq potentially by August 2, 2024. Post-delisting, trading of ADSs may only occur in privately negotiated sales and possibly on over-the-counter markets, though there is no guarantee of this. The delisting decision follows Novartis's public purchase offer for all MorphoSys shares and their plan to merge MorphoSys into Novartis, contingent on approvals from MorphoSys's Annual General Meeting and commercial register filings. The merger agreement will be concluded and notarized soon.
- Novartis's public purchase offer for all outstanding MorphoSys shares.
- Planned merger with Novartis, potentially enhancing business synergy.
- Voluntary delisting from Nasdaq may limit liquidity and trading of MorphoSys ADSs.
- Uncertainty about continued trading of ADSs on over-the-counter markets.
Insights
The decision by MorphoSys to voluntarily delist its American Depositary Shares (ADSs) from the Nasdaq Global Market is significant for investors. Delisting could indicate several strategic shifts within the company. Most notably, it aligns with an acquisition strategy led by Novartis, which has launched a public delisting purchase offer for MorphoSys shares. This delisting and the subsequent merger could potentially lead to cost savings for MorphoSys by reducing regulatory and compliance costs associated with maintaining a U.S. stock listing.
However, the delisting will restrict liquidity and trading options for current ADS shareholders, as they will be limited to privately negotiated sales or over-the-counter markets. This could potentially reduce the value and attractiveness of the ADSs for some investors. Additionally, transitioning to a less transparent trading environment might raise concerns about the accessibility of information for shareholders.
In the short-term, investors might experience increased volatility in ADS prices due to reduced liquidity and potential uncertainties surrounding the merger's completion. Long-term, the merger's success might bring operational synergies and strategic benefits if effectively integrated with Novartis' operations.
The legal implications of MorphoSys' delisting and merger with Novartis are numerous. Delisting from Nasdaq involves procedural steps, including filing Form 25 with the SEC and potentially transitioning to over-the-counter trading. Shareholders should be aware that this change may affect their rights and the marketability of their shares.
The merger squeeze-out process, where Novartis plans to acquire remaining shares, requires approval from MorphoSys' AGM and subsequent registrations in commercial registers. This regulatory pathway must be carefully navigated to avoid legal pitfalls, particularly around shareholder rights and fair market value considerations. Shareholders should scrutinize the merger agreement details to understand how their interests will be protected during this transition.
Additionally, the merger could trigger regulatory scrutiny from antitrust authorities, depending on the market overlap between MorphoSys and Novartis. Ensuring compliance with these regulations is critical for a smooth merger process.
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MorphoSys currently anticipates that it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on or about July 25, 2024, with the delisting of the ADSs taking effect no earlier than ten days thereafter. As a result, MorphoSys expects that the last trading day on Nasdaq will be on or about August 2, 2024.
Following the delisting, any trading in MorphoSys’ ADSs would occur only in privately negotiated sales and potentially on an over-the-counter market if a broker makes a market in the ADSs. There is no guarantee, however, that a broker will make such a market or that trading of the ADSs will continue on an over-the-counter market or otherwise.
The Supervisory Board of MorphoSys authorized the delisting of the ADSs as required by the delisting agreement signed by MorphoSys, Novartis BidCo AG and Novartis AG (hereinafter collectively referred to as “Novartis”). On July 4, 2024, Novartis launched its public delisting purchase offer for all outstanding no-par value bearer shares of MorphoSys.
In addition, Novartis has informed MorphoSys of its intention to merge MorphoSys into Novartis (the “Merger Squeeze-out”). The conclusion and notarization of the merger agreement between MorphoSys AG and Novartis BidCo Germany AG will take place shortly. The effectiveness of the merger squeeze-out is still subject to approval by the MorphoSys AG Annual General Meeting and the registration of both the transfer resolution and the merger in the commercial register at the seat of MorphoSys AG, as well as the registration of the merger in the commercial register at the seat of Novartis BidCo Germany AG.
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,
Forward-Looking Statements
This communication contains certain forward-looking statements concerning MorphoSys, Novartis and the Delisting 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, MorphoSys’ forward-looking statements include statements about the expected timetable for the consummation of the Delisting Offer and the delisting; MorphoSys’ plans, objectives, expectations and intentions; 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 MorphoSys 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 MorphoSys, 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 MorphoSys’ 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: MorphoSys’ ability to file a Form 25 and the timing of such filing; the last trading day of the ADSs on the Nasdaq Global Market; MorphoSys’ ability to file a Form 15 and the timing of such filing; the timing of effectiveness of the Form 15; the effects of the acquisition of MorphoSys by Novartis AG on relationships with employees, other business partners or governmental entities; that Novartis BidCo AG and Novartis AG may not realize the potential benefits of the acquisition of MorphoSys by Novartis AG; potential operational difficulties with integrating MorphoSys with Novartis AG; that MorphoSys’ expectations may be incorrect; the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements; MorphoSys’ reliance on collaborations with third parties; estimating the commercial potential of MorphoSys’ development programs; and other risks indicated in the risk factors included in MorphoSys’ filings with the SEC, including MorphoSys’ 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. MorphoSys’ 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240712469608/en/
Media Contacts:
Thomas Biegi
Senior Vice President, Corporate Affairs
Tel.: +49 (0)89 / 899 27 26079
thomas.biegi@morphosys.com
Eamonn Nolan
Senior Director, Corporate Communications & Investor Relations
Tel: +1 617-548-9271
eamonn.nolan@morphosys.com
Investor Contacts:
Dr. Julia Neugebauer
Vice President, Global Investor Relations
Tel: +49 (0)89 / 899 27 179
julia.neugebauer@morphosys.com
Source: MorphoSys AG
FAQ
Why is MorphoSys delisting from Nasdaq?
When will MorphoSys ADSs stop trading on Nasdaq?
What happens to MorphoSys ADSs after delisting from Nasdaq?
How does the merger between MorphoSys and Novartis affect the delisting?
What approvals are needed for the MorphoSys-Novartis merger?
