Exhibit 99.1
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Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014
Key word(s): Squeeze Out
Planegg/Munich, Germany, June 20, 2024
Ad hoc: Novartis BidCo Germany AG Intends to Implement a
Merger Squeeze-out of MorphoSys AG’s Minority Shareholders
MorphoSys AG (FSE: MOR; NASDAQ: MOR) announces that Novartis BidCo Germany AG informed the MorphoSys AG Management Board of its intention to merge MorphoSys AG as transferring company into Novartis BidCo Germany AG. Novartis BidCo Germany AG proposed to enter negotiations with the MorphoSys AG Management Board on a merger agreement.
In connection with the merger of MorphoSys AG into Novartis BidCo Germany AG, Novartis BidCo Germany AG today also submitted the formal request pursuant to section 62 para. 5 of the German Transformation Act in conjunction with section 327a para. 1 of the German Stock Corporation Act to initiate the procedure for transferring the shares of MorphoSys AG’s minority shareholders to Novartis BidCo Germany AG against an adequate cash compensation (merger squeeze-out), and to ensure that the necessary shareholders’ resolution on the merger squeeze-out is adopted at the MorphoSys AG Annual General Meeting expected to take place in August 2024.
Novartis BidCo Germany AG confirmed that it currently holds approximately 91.04% of the total MorphoSys AG share capital. Therefore, Novartis BidCo Germany AG is the majority shareholder of MorphoSys AG within the meaning of section 62 para. 5 of the German Transformation Act in conjunction with section 327a para. 1 of the German Stock Corporation Act. The amount of the adequate cash compensation that Novartis BidCo Germany AG, as majority shareholder, will grant to MorphoSys AG’s minority shareholders for the transfer of their shares has not yet been determined.
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END OF AD HOC ANNOUNCEMENT
Information and Explanation of the Issuer to this announcement:
This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of MorphoSys AG.
MorphoSys Forward Looking Statements
This communication contains certain forward-looking statements concerning the Company, Novartis BidCo Germany AG and the merger squeeze-out 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.
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