Novartis data42 AG entered into an agreement to make a voluntary public takeover offer to acquire MorphoSys AG (XTRA:MOR) from group of shareholders for ?2.7 billion on February 5, 2024. Under the agreed transaction, ?68 per share will be paid. The agreement is unanimously approved by the Board of Directors of both companies. The transaction is subject to customary closing conditions, including acceptance of the takeover offer by at least 65% of MorphoSys AG?s outstanding shares and receipt of regulatory approvals and is expected to close in the first half of 2024. As of March 12, 2024, Bundeskartellamt has approved the transaction. As of March 22, 2024, U.S. antitrust has approved the deal. MorphoSys previously received antitrust clearance in Germany and Austria. As a result, the proposed acquisition of MorphoSys by Novartis has now received all mandatory regulatory approvals. The takeover offer has not yet commenced. The final terms and further provisions regarding the Takeover Offer will be in the offer document once the publication of the offer document has been approved by the German Federal Financial Supervisory Authority (the ?BaFin?). As of April 11, 2024, the MorphoSys Management Board and Supervisory Board issued a joint reasoned statement, recommending that shareholders accept the offer and tender their MorphoSys shares. The acceptance period for shareholders commenced with the publication of the offer document on April 11, 2024, and will end on May 13, 2024, at 24:00 hours CEST and 18:00 hours EDT (also on May 13, 2024). By a credit facility dated 20 March 2024, The Bidder has secured the necessary financial means to meet its payment obligations at settlement under the Offer by having arranged for cash and committed funds, which will be made available to the Bidder (directly or indirectly) in the form of equity capital and/or shareholder loans or similar instruments for this purpose by Novartis AG.

Centerview Partners is acting as lead financial advisor and Graham Robinson, Faiz Ahmad, Brian V. Breheny, Timothy F. Nelson, Maria Raptis, Resa K. Schlossberg, Jan Bauer, Matthias Horbach, Stephan Hutter and Caspar Schmelzer of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to MorphoSys AG. Jenny Hochenberg, of Freshfields Bruckhaus Deringer US LLP acted as legal advisor to Novartis AG. Heiko Gotsche of Latham & Watkins Gmbh and Scott Shean of Latham & Watkins LLP advised Centerview Partners. Computershare Investor Services PLC to be the Information Agent in connection with the Offer to Novartis.