MorphoSys AG (XTRA:MOR) entered into a definitive agreement to acquire Constellation Pharmaceuticals, Inc. (NasdaqGS:CNST) for $1.6 billion on June 2, 2021. Under the terms of the transaction, MorphoSys will acquire the shares of Constellation for $34 per share. MorphoSys plans to pay an all-cash consideration for the transaction. The transaction will be financed through $1.4 billion funds provided by Royalty Pharma. Royalty Pharma's commitment includes a $1.425 billion upfront payment, milestone payments up to $150 million, providing access to $350 million in Development Funding Bonds and an equity investment of $100 million. Following successful completion of the tender offer, MorphoSys will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer. Following close, MorphoSys will remain headquartered in Munich, Germany, and will maintain a significant commercial and R&D presence in Boston, Massachusetts. Under the Merger Agreement, Constellation will be required to make a payment to MorphoSys equal to $60 million if the Merger Agreement is terminated in certain circumstances.

Consummation of the tender offer is subject to various conditions including a minimum tender of at least a majority of outstanding Constellation shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of any approvals or clearances required to be obtained under the applicable antitrust laws, and other customary conditions. The tender offer is not subject to a financing condition. The transaction has been unanimously approved by MorphoSys, as well as the Board of Directors of Constellation. As on July 1, 2021, MorphoSys announces expiration of the Hart-Scott-Rodino waiting period for acquisition of Constellation Pharmaceuticals. As of June 16, 2021, tender offer has been commenced. The transaction is expected to close in the third quarter of 2021.

Centerview Partners LLC acted as financial advisor and Igor Kirman, Elina Tetelbaum, Christina C. Ma, Partner, Erica E. Bonnett, Michael S. Benn, Joshua A. Feltman, Selwyn B. Goldberg and Jodi J. Schwartz of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Constellation. Goldman Sachs Bank Europe SE acted as financial advisor and Stephan Hutter, Graham Robinson, Faiz Ahmad, Matthias Horbach, Caspar Schmelzer, Jose Esteves, Michael Hong, Moshe Spinowitz and Maria Raptis of Skadden, Arps, Slate, Meagher & Flom LLP as legal advisors to MorphoSys. Goodwin Procter LLP, Dechert and Maiwald acted as legal advisor to Royalty Pharma. PJT Partners LP acted as financial advisor and Centerview Partners LLC provided fairness opinion to Constellation. Willkie Farr & Gallagher LLP acted as legal advisor to Constellation Pharmaceuticals, Inc.

MorphoSys AG (XTRA:MOR) completed the acquisition of Constellation Pharmaceuticals, Inc. (NasdaqGS:CNST) on July 15, 2021. Approximately 42.8 million shares of Constellation were validly tendered, and not validly withdrawn in the tender offer, representing approximately 89% of Constellation's outstanding shares at the time of the expiration of the tender offer. In accordance with the terms of the merger agreement, all shares that were validly tendered and not validly withdrawn have been accepted for payment. MorphoSys will promptly complete its acquisition of Constellation through a second step merger of MorphoSys and Constellation surviving as a wholly owned subsidiary of MorphoSys. Constellation shares will cease trading on The NASDAQ Global Select Market.