UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment no. 2)*
MORPHOSYS AG
(Name of Subject Company (Issuer))
NOVARTIS BIDCO AG
an indirect wholly owned subsidiary of
NOVARTIS AG
(Name of Filing Persons (Offerors))
Ordinary Shares, no Par Value
(Title of Class of Securities)
617760202
(CUSIP Number of Class of Securities)
Karen L. Hale
Chief Legal Officer
Novartis AG
Lichstrasse 35
CH-4056 Basel
Switzerland
Telephone: +41-61-324-1111
Fax: +41-61-324-7826
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
| | Jenny Hochenberg Freshfields Bruckhaus Deringer US LLP 601 Lexington Ave. New York, NY 10022 Telephone: +1 646 863-1626 | | | Doug Smith Freshfields Bruckhaus Deringer LLP 100 Bishopsgate London EC2P 2SR United Kingdom +44 20 7936 4000 | |
June 6, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 617760202 | SCHEDULE 13D |
| 1. | Names of Reporting Person I.R.S. Identification No. of above person (entities only) | |||||||
| 2. | Check the Appropriate Box if a Member of a Group | (a) x | ||||||
| (b) ¨ | ||||||||
| 3. | SEC Use Only | |||||||
| 4. | Source of Funds (See Instructions) OO, AF | |||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | |||||||
| ¨ | ||||||||
| 6. | Citizenship or Place of Organization Switzerland | |||||||
| Number of Shares | 7. | Sole Voting Power 0 | ||||||
| Beneficially | ||||||||
| Owned by Each | 8. | Shared Voting Power 33,696,478 | ||||||
| Reporting | ||||||||
| Person With | 9. | Sole Dispositive Power 0 | ||||||
| 10. | Shared Dispositive Power 33,696,478 | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 33,696,478 | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |||||||
| ¨ | ||||||||
| 13. | Percent of Class Represented by Amount in Row (11) 89.47%(1) | |||||||
| 14. | Type of Reporting Person (See Instructions) CO | |||||||
(1) The calculation of the foregoing percentage is based on 37,662,738 outstanding bearer shares (“Shares”) with no-par value (and excluding the shares held in treasury) of MorphoSys AG (the “Issuer”).
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| CUSIP No. 617760202 | SCHEDULE 13D |
| 1. | Names of Reporting Person I.R.S. Identification No. of above person (entities only) | |||||||
| 2. | Check the Appropriate Box if a Member of a Group | (a) x | ||||||
| (b) ¨ | ||||||||
| 3. | SEC Use Only | |||||||
| 4. | Source of Funds (See Instructions) OO, AF | |||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | |||||||
| ¨ | ||||||||
| 6. | Citizenship or Place of Organization Switzerland | |||||||
| Number of Shares | 7. | Sole Voting Power 0 | ||||||
| Beneficially | ||||||||
| Owned by Each | 8. | Shared Voting Power 33,696,478 | ||||||
| Reporting | ||||||||
| Person With | 9. | Sole Dispositive Power 0 | ||||||
| 10. | Shared Dispositive Power 33,696,478 | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 33,696,478 | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |||||||
| ¨ | ||||||||
| 13. | Percent of Class Represented by Amount in Row (11) 89.47%(2) | |||||||
| 14. | Type of Reporting Person (See Instructions) CO | |||||||
(2) The calculation of the foregoing percentage is based on 37,662,738 outstanding Shares (and excluding the shares held in treasury).
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| CUSIP No. 617760202 | SCHEDULE 13D |
| 1. | Names of Reporting Person I.R.S. Identification No. of above person (entities only) | |||||||
| 2. | Check the Appropriate Box if a Member of a Group | (a) x | ||||||
| (b) ¨ | ||||||||
| 3. | SEC Use Only | |||||||
| 4. | Source of Funds (See Instructions) OO, AF | |||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | |||||||
| ¨ | ||||||||
| 6. | Citizenship or Place of Organization Switzerland | |||||||
| Number of Shares | 7. | Sole Voting Power 0 | ||||||
| Beneficially | ||||||||
| Owned by Each | 8. | Shared Voting Power 33,696,478 | ||||||
| Reporting | ||||||||
| Person With | 9. | Sole Dispositive Power 0 | ||||||
| 10. | Shared Dispositive Power 33,696,478 | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 33,696,478 | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |||||||
| ¨ | ||||||||
| 13. | Percent of Class Represented by Amount in Row (11) 89.47%(3) | |||||||
| 14. | Type of Reporting Person (See Instructions) CO | |||||||
(3) The calculation of the foregoing percentage is based on 37,662,738 outstanding Shares (and excluding the shares held in treasury).
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Explanatory Note
This Amendment No. 2 (the “Amendment No. 2”) amends the statement on Schedule 13D originally filed by the Reporting Persons on April 18, 2024. The Items below amend the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by supplementing it with the following:
On June 4, 2024, the Purchaser announced the final results of the tender offer and the expiration of the Additional Acceptance Period at 24:00 hours (local time Frankfurt am Main, Germany) / 18:00 hours (local time New York, United States of America) on May 30, 2024.
On June 10, 2024, the Purchaser acquired 3,725,565 Shares tendered in the tender offer during the Additional Acceptance Period for an aggregate price of EUR 253,338,420.
Item 4. Purpose of Transaction
The subsection titled “Supervisory Board” under Item 4 of the 13D is hereby amended by supplementing it with the following:
On June 6, 2024, following the resignation of Dr. Marc Cluzel, Dr. George Golumbeski, Krisja Vermeylen, Michael Brosnan and Dr. Andrew Cheng from the Supervisory Board on May 23, 2024, and the closing of the tender offer by the Purchaser to the shareholders of the Issuer on May 30, 2024, the Munich Local Court appointed Heinrich Moisa, Romain Lege and Silke Mainka as new members of the Issuer’s Supervisory Board.
The subsection titled “Management Board” under Item 4 of the 13D is hereby amended by supplementing it with the following:
On June 6, 2024, following the appointment of the new members on the Supervisory Board, a meeting was held and resolved to appoint Arkadius Pichota and Lukas Gilgen to the Issuer’s Management Board. Arkadius Pichota, who until now served as President, General Manager and Chairman of the Board of the Novartis AG subsidiary Navigate BioPharma Services, Inc., has been appointed as the new Chief Executive Officer and Lukas Gilgen, who until now served as Transaction Lead Enterprise Projects with Novartis International AG, has been appointed as the new Chief Financial Officer. On June 6, 2024, Jean-Paul Kress and Lucinda Crabtree resigned from the Management Board.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) and (b)—The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. The Purchaser is the direct beneficial owner of 33,696,478 Shares as of 9:00 a.m. New York time on June 10, 2024, representing approximately 89.47% of all Shares (including Shares represented by ADSs and excluding the shares held in treasury), which takes into account any Shares (including Shares represented by ADSs) tendered during the Additional Acceptance Period.
None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Item 2 hereof has beneficial ownership of any Shares, except as set forth on Schedule B or otherwise described in this Schedule 13D.
(c)—None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Item 2 hereof, has engaged in any transaction during the past 60 days in, any Shares, except as set forth on Schedule B or otherwise described in this Schedule 13D.
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(d)— Except as described in this Schedule 13D, to the knowledge of the Reporting Persons, none of the Reporting Persons nor any of the persons set forth on Schedule A hereto has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
(e)—Not applicable.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits:
| Exhibit 7 | Announcement pursuant to Section 23 para. 1 sentence 1 of the German Securities Acquisition and Takeover Act, as published in the German Federal Gazette, dated June 4, 2024 (English translation of document prepared in German only) (incorporated by reference to Exhibit (a)(5)(U) of the Schedule TO-T/A filed by Novartis AG with the U.S. Securities and Exchange Commission on June 4, 2024). |
Schedule B
Schedule B of the Schedule 13D is hereby amended by supplementing it with the following:
On June 10, 2024, the Purchaser acquired 3,725,565 Shares tendered in the tender offer during the Additional Acceptance Period for an aggregate price of EUR 253,338,420.
THE INFORMATION IN THIS SCHEDULE 13D IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES. THE TERMS AND CONDITIONS OF THE OFFER HAVE BEEN PUBLISHED IN THE OFFER DOCUMENT AFTER THE PERMISSION OF THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FUR FINANZDIENSTLEISTUNGSAUFSICHT, BAFIN) WAS OBTAINED ON APRIL 11, 2024. PURCHASER AND NORVARTIS AG ALSO HAVE FILED A TENDER OFFER STATEMENT ON SCHEDULE TO (THE “TENDER OFFER STATEMENT”) WITH THE SECURITIES EXCHANGE COMISSION (THE “SEC”) WITH RESPECT TO THE OFFER. INVESTORS AND HOLDERS OF SHARES ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT AND OTHER RELEVANT DOCUMENTS REGARDING THE OFFER FILED BY PURCHASER AND NOVARTIS AG WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INVESTORS AND HOLDERS OF SHARES WILL BE ABLE TO RECEIVE THESE DOCUMENTS FREE OF CHARGE AT THE SEC’S WEB SITE (HTTP://WWW.SEC.GOV), OR AT NOVARTIS AG’S WEB SITE (HTTPS://WWW.NOVARTIS.COM).
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 10, 2024
Novartis BidCo AG
| By: | /s/ Daniel Weiss | /s/ Bertrand Bugnon | |
| Name: Daniel Weiss | Name: Bertrand Bugnon | ||
| Title: As Authorized Signatory | Title: As Authorized Signatory |
Novartis Pharma Ag
| By: | /s/ Lukas Foertsch | /s/ Luca Hammel | |
| Name: Lukas Foertsch | Name: Luca Hammel | ||
| Title: As Authorized Signatory | Title: As Authorized Signatory |
Novartis Ag
| By: | /s/ David Quartner | /s/ Tariq ElRafie | |
| Name: David Quartner | Name: Tariq ElRafie | ||
| Title: As Attorney | Title: As Attorney |
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