MorphoSys Agrees To Be Acquired By Novartis For EUR 2.7 Bln

(RTTNews) - MorphoSys (MOR) has announced that it reached an agreement with Novartis (NVS) based on Novartis' intention to submit a voluntary public takeover offer for all of MorphoSys' outstanding common shares. The proposed offer includes a payment of 68.00 euros per share in cash, resulting in a total equity value of 2.7 billion euros.

The offer price corresponds to a premium of 94% and 142% on the volume-weighted average price during the last month and three months as of the unaffected January 25, 2024 close, respectively - the day before rumors about a transaction first surfaced. It also represents a premium of 89% percent to the closing share price of January 25, 2024.

As part of the agreement with Novartis, Novartis seeks to obtain exclusive, worldwide rights to develop and commercialize pelabresib, an investigational BET inhibitor, and tulmimetostat, an investigational next-generation dual inhibitor of EZH2 and EZH1, across all indications.

MorphoSys said its management Board and Supervisory Board intend to recommend the acceptance of the Takeover Offer. The Takeover Offer will contain customary closing conditions, in particular a minimum acceptance threshold of 65% of MorphoSys' share capital and regulatory clearances. The closing is currently expected to take place in the first half of 2024.

MorphoSys and Novartis agreed to take MorphoSys private promptly after the Takeover Offer has been settled.

Separately, MorphoSys entered into an agreement with Incyte Corp. to sell and transfer all rights worldwide related to tafasitamab for $25.0 million. Currently, MorphoSys partners with Incyte on the development and commercialization of tafasitamab.

MorphoSys said its 2024 financial guidance cannot be maintained, due to the sale and transfer of tafasitamab to Incyte. A revised financial guidance will be issued in due course.