MorphoSys and Novartis sign delisting agreement

MorphoSys (MOR) has entered into a delisting agreement with Novartis (NVS) following the successful closing of the acquisition of MorphoSys by Novartis in May. Novartis BidCo Germany AG also informed MorphoSys of their intention to merge MorphoSys into Novartis by initiating a squeeze-out of MorphoSys’ minority shareholders. In April 2024, Novartis submitted a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares, offering MorphoSys shareholders EUR68.00 per share in cash. As of June 20, Novartis holds approximately 91.04% of the total MorphoSys share capital. As a result, Novartis is the majority shareholder of MorphoSys, making MorphoSys a Novartis company. Novartis intends to launch a public delisting purchase offer for all outstanding MorphoSys no-par value bearer shares. Novartis will offer MorphoSys shareholders EUR 68.00 per share in cash. The Delisting Offer document is expected to be published by Novartis in early July. Once the Delisting Offer document is published by Novartis, a four-week offer period for MorphoSys shareholders to tender their shares will commence. After the delisting becomes effective, MorphoSys shares will no longer be traded on the regulated market of the Frankfurt Stock Exchange or on NASDAQ. Both the delisting from the Frankfurt Stock Exchange and the delisting from NASDAQ are expected to take place in Q3. Novartis also informed MorphoSys of their intention to merge MorphoSys into Novartis. Given Novartis holds approximately 91.04% of the total MorphoSys share capital, Novartis is able to facilitate a squeeze-out of MorphoSys’ minority shareholders in connection with such a merger. Novartis will therefore seek the transfer of MorphoSys’ minority shareholders’ shares to Novartis against an adequate cash compensation. The amount of the cash compensation has not yet been determined. It is planned that the necessary shareholders’ resolution on the merger squeeze-out will be adopted at the MorphoSys Annual General Meeting expected to take place in August.