April 11, 2024
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Novartis BidCo AG (the “Bidder”) to act as information agent in the United States (the “U.S. Information Agent”) in connection with its offer to purchase (the “Takeover Offer”) all no-par value bearer shares in MorphoSys AG (“MorphoSys Shares”), including all MorphoSys Shares represented by American Depositary Shares (“MorphoSys ADSs”) at a purchase price of EUR 68.00 per MorphoSys Share, including each MorphoSys Share represented by an MorphoSys ADS, in cash (the “Offer Consideration”), pursuant to its offer document (the “Offer Document”) published on April 11, 2024. As described in Section 13.3.6 of the Offer Document, with respect to MorphoSys ADSs, the Offer Consideration will be converted from Euros into U.S. dollars by The Bank of New York Mellon, as the ADS Tender Agent (the “ADS Tender Agent”). Therefore, at the time of acceptance of the Takeover Offer, it is not possible to state the exact U.S. dollar equivalent of the Offer Consideration.
Your prompt action is requested. We urge you to contact your clients as promptly as possible. The Acceptance Period commenced on April 11, 2024 and expires on May 13, 2024 at 24:00 hrs local time Frankfurt am Main, Federal Republic of Germany/6:00 p.m. local time New York, United States, unless the Acceptance Period is extended. The Takeover Offer is subject to the offer conditions described in Section 12.1 of the Offer Document. If such offer conditions are satisfied or, if permissible, waived at the expiration of the Acceptance Period, there will be a two-week Additional Acceptance Period.
Please furnish copies of the following enclosed materials to those of your clients for whose accounts you hold ADSs in your name or in the name of your securities intermediary:
1. A printed form of letter to clients for whose accounts you hold MorphoSys ADSs registered in your name or in the name of your securities intermediary, with space provided for obtaining such clients’ instructions with regard to the Takeover Offer;
2. the Offer Document;
3. the ADS Letter of Transmittal for informational purposes;
4. Internal Revenue Service Form W-9;
5. the Notice of Guaranteed Delivery, to be used by holders of MorphoSys ADSs to accept the Takeover Offer if the procedures set forth in the Offer Document to tender ADSs cannot be completed prior to the expiration of the Acceptance Period or Additional Acceptance Period, as applicable (see Subsection (D) of Section 13.3.2 of the Offer Document; and
6. a return envelope addressed to you.
Please take note of the following:
(a) The Takeover Offer is subject to the offer conditions described in Section 12.1 of the Offer Document. If the offer conditions are not satisfied by the applicable dates set forth in the Offer Document, or, if permissible, have not been validly waived in accordance with the Offer Document, the Takeover Offer will lapse.
(b) If required by U.S. federal income tax laws, the ADS Tender Agent generally will be required to backup withhold at the applicable backup withholding rate from any payments made to certain holders of MorphoSys ADSs pursuant to the Takeover Offer. See Section 20.1 of the Offer Document.
(c) In order for a book-entry transfer of MorphoSys ADSs held in a securities account with a broker or other securities intermediary that is a direct or indirect participant in DTC to constitute a valid tender of MorphoSys ADSs in connection with the Takeover Offer, the MorphoSys ADSs must be tendered by the holder’s securities intermediary prior to the expiration of the Acceptance Period. Further, prior to the expiration of the Acceptance Period, please send a confirmation regarding the book-entry of the MorphoSys ADSs to the designated account at DTC prior to the expiration of the Acceptance Period (as described in Subsection (C) of Section 13.3.2 of the Offer Document) and an Agent’s Message (as defined in the Offer Document).