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    MOR   DE0006632003

MORPHOSYS AG

(MOR)
  Report
Real-time Estimate Quote. Real-time Estimate Tradegate - 08/05 05:03:23 am
45.055 EUR   +0.21%
08/04European ADRs Move Slightly Higher in Wednesday Trading
MT
08/04MORPHOSYS : JP Morgan gives a Neutral rating
MD
08/03European ADRs Move Higher in Tuesday Trading
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PRESS RELEASE : MorphoSys Commences Cash Tender Offer for All Outstanding Shares of Constellation Pharmaceuticals

06/16/2021 | 05:46pm EDT
DGAP-News: MorphoSys AG / Key word(s): Mergers & Acquisitions 
MorphoSys Commences Cash Tender Offer for All Outstanding Shares of Constellation Pharmaceuticals 
2021-06-16 / 23:43 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
Media Release 
MorphoSys Commences Cash Tender Offer for All Outstanding Shares of Constellation Pharmaceuticals 
MorphoSys AG (FSE: MOR; NASDAQ: MOR) ("MorphoSys") today announced that it is commencing a cash tender offer to 
purchase all outstanding shares of Constellation Pharmaceuticals, Inc., (NASDAQ: CNST) ("Constellation") for USD34.00 per 
share, net to the seller in cash, without interest, and subject to any applicable withholding of taxes. The tender 
offer is being made pursuant to the previously announced merger agreement, dated June 2, 2021 between MorphoSys and 
Constellation. 
The tender offer is scheduled to expire at one minute past 11:59 p.m. New York City Time, on July 14, 2021, unless 
extended or earlier terminated, in each case in accordance with the terms of the merger agreement. 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 other 
customary conditions. The transaction is expected to close in the third quarter of 2021, as previously announced. 
MorphoSys filed today with the U.S. Securities and Exchange Commission (the "Commission") a tender offer statement on 
Schedule TO, including an Offer to Purchase and related Letter of Transmittal, which includes the terms of the tender 
offer. Additionally, Constellation filed a Schedule 14D-9 with the Commission containing the recommendation of its 
Board of Directors that Constellation shareholders tender their shares into the tender offer. The Schedule TO, Schedule 
14D-9, Letter of Transmittal and other tender offer documents can be obtained free of charge at the website maintained 
by the Commission at www.sec.gov or by contacting the information agent for the tender offer, Innisfree M&A 
Incorporated as described in the tender offer documents. 
Advisors 
Goldman Sachs Bank Europe SE acted as financial advisor to MorphoSys and Skadden, Arps, Slate, Meagher & Flom LLP as 
its legal advisor. Centerview Partners LLC acted as financial advisor to Constellation and Wachtell, Lipton, Rosen & 
Katz as its legal advisor. 
About MorphoSys 
MorphoSys (FSE & NASDAQ: MOR) is a commercial-stage biopharmaceutical company dedicated to the discovery, development 
and commercialization of innovative therapies for people living with cancer and autoimmune diseases. Based on its 
leading expertise in antibody and protein technologies, MorphoSys is advancing its own pipeline of new drug candidates 
and has created antibodies which are developed by partners in different areas of unmet medical need. In 2017, Tremfya^ 
(R) (guselkumab) - developed by Janssen Research & Development, LLC and marketed by Janssen Biotech, Inc., for the 
treatment of plaque psoriasis - became the first drug based on MorphoSys' antibody technology to receive regulatory 
approval. In July 2020, the U.S. Food and Drug Administration (the "FDA") granted accelerated approval of the company's 
proprietary product Monjuvi^(R) (tafasitamab-cxix) in combination with lenalidomide in patients with a certain type of 
lymphoma. Headquartered near Munich, Germany, the MorphoSys group, including the fully owned U.S. subsidiary MorphoSys 
US Inc., has more than 600 employees. More information at www.morphosys.com or www.morphosys-us.com. 
Monjuvi^(R) is a registered trademark of MorphoSys AG. 
Tremfya^(R) is a registered trademark of Janssen Biotech, Inc. 
Additional Information and Where to Find it 
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an 
offer to sell securities. MorphoSys Development Inc. ("Purchaser") has filed a Tender Offer Statement on Schedule TO 
with the Commission containing an offer to purchase all of the outstanding shares of common stock of Constellation for 
USD34.00 per share, net to the seller in cash, without interest, and subject to any applicable withholding of taxes. The 
tender offer is being made solely by means of the Offer to Purchase, and the exhibits filed with respect thereto 
(including the Letter of Transmittal), which contain the full terms and conditions of the tender offer. INVESTORS AND 
SECURITY HOLDERS OF THE CONSTELLATION ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, 
THE RELATED LETTER OF TRANSMITTAL, AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 
14D-9 AND OTHER DOCUMENTS FILED WITH THE COMMISSION WHEN THEY BECOME AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH 
THE COMMISSION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free 
copies of these documents (if and when available) and other documents filed with the Commission by Purchaser through 
the website maintained by the Commission at http://www.sec.gov or through or by directing requests for such materials 
to the information agent for the offer, Innisfree M&A Incorporated, Stockholders may call toll free: (888) 750-9498; 
Banks and Brokers may call collect: (212) 750-5833; Email: info@innisfreema.com. 
Forward Looking Statements 
This communication contains forward-looking statements 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 Commission, 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, except as required by law. 
 
MorphoSys Contacts 
Investor Contact 
Dr. Julia Neugebauer 
Senior Director 
Tel: +49 (0)89 / 899 27 179 
julia.neugebauer@MorphoSys.com 
Myles Clouston 
Senior Director 
Tel: +1 857-772-0240 
myles.clouston@MorphoSys.com 
Media Contact 
Thomas Biegi 
Vice President 
Tel.: +49 (0)89 / 89927 26079 
thomas.biegi@MorphoSys.com 
Jeanette Bressi 
Director, US Communications 
Tel: +1 617-404-7816 
jeanette.bressi@MorphoSys.com 
=---------------------------------------------------------------------------------------------------------------------- 
2021-06-16 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 

(MORE TO FOLLOW) Dow Jones Newswires

June 16, 2021 17:44 ET (21:44 GMT)

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Financials
Sales 2021 173 M 205 M 205 M
Net income 2021 -170 M -202 M -202 M
Net cash 2021 715 M 846 M 846 M
P/E ratio 2021 -9,66x
Yield 2021 -
Capitalization 1 534 M 1 816 M 1 816 M
EV / Sales 2021 4,73x
EV / Sales 2022 3,54x
Nbr of Employees 607
Free-Float 99,6%
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Number of Analysts 14
Last Close Price 44,96 €
Average target price 103,69 €
Spread / Average Target 131%
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Managers and Directors
Jean-Paul Kress CEO & Chairman-Management Board
Sung H. Lee Chief Financial Officer
Marc Cluzel Chairman-Supervisory Board
Malte Peters Chief Research & Development Officer
Roland Wandeler Chief Operating Officer
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