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MorphoSys AG (MPSYF) is a leading biopharmaceutical company headquartered in Planegg, Germany, with U.S. operations based in Boston, Massachusetts. The company is focused on developing innovative medicines to redefine cancer treatment. MorphoSys developed Hucal, the most successful antibody library technology in the pharmaceutical industry. With over 100 human antibody drug candidates and other biologics in its therapeutic pipeline, MorphoSys is a pioneer in therapeutic antibodies for cancer, rheumatoid arthritis, Alzheimer’s disease, and more. Their ongoing commitment to new antibody technology and drug development underscores their mission of advancing healthcare products for the future.
MorphoSys AG announced that shareholders approved all resolutions at its 2024 Annual General Meeting, including a merger squeeze-out of minority shareholders. The key points are:
1. Minority shareholders' shares will be transferred to Novartis BidCo Germany AG, the majority shareholder.
2. Cash compensation set at €68.00 per share.
3. The squeeze-out becomes effective upon registration in commercial registers of both MorphoSys and Novartis.
4. The virtual meeting had 92.43% representation of MorphoSys' share capital.
5. All proposed resolutions by the Management Board and Supervisory Board were approved.
Novartis BidCo Germany AG has announced its intention to merge MorphoSys AG into Novartis BidCo Germany AG, a move that includes a merger squeeze-out of MorphoSys AG's minority shareholders. The company holds approximately 91.04% of MorphoSys AG's share capital, qualifying it as the majority shareholder under German law. Novartis BidCo Germany AG has proposed negotiations with the MorphoSys AG Management Board to finalize the merger agreement and has submitted a formal request to initiate the process to transfer the minority shareholders' shares against adequate cash compensation. The necessary resolution is expected to be adopted at the MorphoSys AG Annual General Meeting in August 2024. The cash compensation amount for minority shareholders is yet to be determined.
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