DGAP-Adhoc : MorphoSys AG to Acquire Constellation -2-

purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Constellation 
Pharmaceuticals Inc. ('Constellation'), nor is it a substitute for any tender offer materials that MorphoSys AG 
('MorphoSys'), or Constellation will file with the SEC. A solicitation and an offer to buy shares of Constellation will 
be made only pursuant to an offer to purchase and related materials that MorphoSys intends to file with the SEC. At the 
time the tender offer is commenced, MorphoSys will file a Tender Offer Statement on Schedule TO with the SEC, and 
Constellation will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the 
tender offer. CONSTELLATION'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING 
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/ 
RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY 
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain 
other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of 
Constellation at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be 
made available for free at the SEC's website at www.sec.gov. Additional copies may be obtained for free by contacting 
MorphoSys or Constellation. Free copies of these materials and certain other offering documents will be made available 
by MorphoSys by mail to MorphoSys AG., Semmelweisstrasse 7, 82152 Planegg, Germany, attention: Investor Relations, by 
phone at 49 (0)89 / 899 27 179, or by directing requests for such materials to the information agent for the offer, 
which will be named in the Tender Offer Statement. Copies of the documents filed with the SEC by Constellation will be 
available free of charge under the 'Investors' section of Constellation's internet website at https:// 
ir.constellationpharma.com/investor-relations. 
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as 
well as the Solicitation/Recommendation Statement, Constellation and MorphoSys file periodic reports and other 
information with the SEC. MorphoSys' and Constellation's filings with the SEC are also available for free to the public 
from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov. 
Forward Looking Statements 
This communication contains forward-looking statements, within the meaning of the Private Securities Litigation Reform 
Act of 1995, related to MorphoSys, Constellation and the acquisition of Constellation by MorphoSys (the 'Transaction') 
that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are 
statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or 
current expectation of the companies' and members of their senior management team. Forward-looking statements include, 
without limitation, statements regarding the Transaction and related matters, prospective performance and 
opportunities, post-closing operations and the outlook for the companies' businesses, including, without limitation, 
the ability of MorphoSys to advance Constellation's product pipeline, including pelabresib (CPI-0610) and CPI-0209, 
FSI-174 and FSI-189; regulatory approval of pelabresib (CPI-0610) and CPI-0209 on a timely basis; the anticipated 
timing of clinical data; the possibility of unfavorable results from clinical trials; filings and approvals relating to 
the Transaction; the expected timing of the completion of the Transaction; the expected plans for financing the 
Transaction (including the strategic partnership and financing collaboration with Royalty Pharma); the ability to 
complete the Transaction considering the various closing conditions; difficulties or unanticipated expenses in 
connection with integrating the companies; and any assumptions underlying any of the foregoing. Investors are cautioned 
that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties 
and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially 
from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause 
the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to 
the timing of the tender offer and merger; uncertainties as to how many of Constellation's stockholders will tender 
their stock in the offer; the possibility that competing offers will be made; the possibility that various closing 
conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay 
or refuse to grant approval for the consummation of the Transaction; the effects of the Transaction on relationships 
with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of 
FDA approvals or actions, if any; the impact of competitive products and pricing; other business effects, including the 
effects of industry, economic or political conditions outside of the companies' control; Transaction costs; actual or 
contingent liabilities; and other risks and uncertainties detailed from time to time in the parties' periodic reports 
filed with the U.S. Securities and Exchange Commission (the 'SEC'), including current reports on Form 8-K, quarterly 
reports on Form 10-Q, annual reports on Form 10-K, Form 20-F, and Form 6-K as well as the Schedule 14D-9 to be filed by 
Constellation and the Schedule TO and related tender offer documents to be filed by MorphoSys and MorphoSys 
Development, Inc., an indirect wholly owned subsidiary of MorphoSys. All forward-looking statements are based on 
information currently available to MorphoSys and Constellation, and MorphoSys and Constellation assume no obligation 
and disclaim any intent to update any such forward-looking statements. 
For more information, please contact: 
Dr. Julia Neugebauer 
Senior Director Investor Relations 
Tel: +49 (0)89 / 899 27 179 
[e-mail] 
Myles Clouston 
Senior Director Investor Relations 
Tel: [phone] 
[e-mail] 
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02-Jun-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and 
Press Releases. 
Archive at www.dgap.de 
=---------------------------------------------------------------------------------------------------------------------- 
Language:     English 
Company:      MorphoSys AG 
              Semmelweisstr. 7 
              82152 Planegg 
              Germany 
Phone:        [phone] 
Fax:          [phone] 
E-mail:       [e-mail] 
Internet:     www.morphosys.com 
ISIN:         DE0006632003 
WKN:          663200 
Indices:      MDAX, TecDAX 
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, 
              Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Nasdaq 
EQS News ID:  1203664 
 
End of Announcement  DGAP News Service 
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1203664 02-Jun-2021 CET/CEST

 
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(END) Dow Jones Newswires

June 02, 2021 07:24 ET (11:24 GMT)