UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 12)
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 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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This Amendment No. 12 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2024 (together with any amendments and supplements hereto, the “Schedule TO”) by Novartis AG, a stock corporation organized under the Laws of Switzerland (“Novartis”) and Novartis BidCo AG, a stock corporation organized under the Laws of Switzerland and an indirect wholly owned subsidiary of Novartis AG (the “Bidder” and, together with the Novartis, the “Filing Persons”). The Schedule TO relates to the voluntary takeover offer (the “Takeover Offer”) by the Bidder to purchase all no-par value registered shares (the “MorphoSys Shares”) in MorphoSys AG (“MorphoSys”), including the MorphoSys Shares represented by American Depositary Shares (“MorphoSys ADSs”), pursuant to a Business Combination Agreement, dated as of February 5, 2024, among MorphoSys and the Filing Persons. The terms and conditions of the Takeover Offer are described in the Offer Document, dated as of April 11, 2024, copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (the “Offer Document”), and, where applicable, the related Declaration of Acceptance or ADS Letter of Transmittal and the instructions thereto, copies of which were filed as Exhibits (a)(1)(B) and (a)(1)(E), respectively, to the Schedule TO.
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
ITEMS 1 THROUGH 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following:
On May 16, 2024, the Bidder published an announcement in the German Federal Gazette (the “Announcement”) announcing that the acceptance of the takeover offer has been validly declared in accordance with Sec. 13.1.2 of the offer document for a total of 25,445,737 MorphoSys Shares, representing approximately 67.47% of the share capital and the voting rights as of May 13, 2024, and the acceptance of the offer has been declared in accordance with Secs. 13.3.2 and 13.3.3 of the offer document for 165,076 MorphoSys Shares, representing approximately 0.44% of the share capital and the voting rights as of May 13, 2024, effective after the end of the acceptance period. As of May 13, 2024, the Bidder held a total of 4,360,100 MorphoSys Shares, representing approximately 11.56% of the share capital and the voting rights. Therefore, as of May 13, 2024, the total number of MorphoSys Shares, for which the takeover offer has been accepted, plus the MorphoSys Shares held by the Bidder, amounts to 29,970,913 MorphoSys Shares, representing approximately 79.46% of the share capital and the voting rights and approximately 79.58% of all MorphoSys Shares existing, excluding treasury shares held by MorphoSys.
As a result, all offer conditions pursuant to Sec. 12 of the offer document have been fulfilled, including the minimum acceptance threshold. As described in Secs. 13.1.5 and 13.3.6 of the offer document, the offer consideration for the MorphoSys Shares that have been tendered into the offer during the acceptance period in accordance with Secs. 13.1. and 13.2 of the offer document will be transferred through Clearstream Banking AG to the relevant custodian investment service provider and, for the MorphoSys Shares represented by MorphoSys ADSs properly tendered for sale during the acceptance period in accordance with Sec. 13.3 of the offer document and not validly withdrawn, the offer consideration will be paid to the ADS tender agent’s cash account in Germany via Clearstream Banking AG, without undue delay, however no later than on May 23, 2024. As described in Sec. 13.1.9 of the offer document, trading of MorphoSys Shares tendered within the acceptance period on the regulated market of the Frankfurt Stock Exchange with additional post-admission obligations ceased after end of trading on May 14, 2024.
All holders of MorphoSys Shares and MorphoSys ADSs who have not yet accepted the offer may still accept the offer during the Additional Acceptance Period, which expires on May 30, 2024, at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time).
An English translation of the Announcement is filed hereto as Exhibit (a)(5)(S) and is incorporated herein by reference.
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ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 16, 2024
| NOVARTIS BIDCO AG | |||
| By: | /s/ David Quartner | ||
| Name: | David Quartner | ||
| Title: | As Attorney | ||
| By: | /s/ Lukas Gilgen | ||
| Name: | Lukas Gilgen | ||
| Title: | As Attorney | ||
| NOVARTIS AG | |||
| By: | /s/ David Quartner | ||
| Name: | David Quartner | ||
| Title: | As Attorney | ||
| By: | /s/ Lukas Gilgen | ||
| Name: | Lukas Gilgen | ||
| Title: | As Attorney | ||
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