July 4, 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 “Delisting Purchase 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 July 4, 2024. As described in Section 13.2.5 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, as the ADS Tender Agent (the “ADS Tender Agent”). Therefore, at the time of acceptance of the Delisting Purchase 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 July 4, 2024 and expires on August 2, 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 Delisting Purchase Offer satisfies the requirements for a tender offer pursuant to Sec. 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. Therefore, settlement of the Delisting Purchase Offer is not subject to any offer conditions.
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 Delisting Purchase Offer;
2. the Offer Document;
3. the ADS Letter of Transmittal for informational purposes;
4. Form W-9 and the Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9;
5. the Notice of Guaranteed Delivery, to be used by holders of MorphoSys ADSs to accept the Delisting Purchase Offer if the procedures set forth in the Offer Document to tender ADSs cannot be completed prior to the expiration of the Acceptance Period (see Subsection (D) of Section 13.2.2 of the Offer Document; and
6. a return envelope addressed to you.
Please take note of the following:
(a) 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 U.S. holders of MorphoSys ADSs pursuant to the Delisting Purchase Offer. See Section 20.1 of the Offer Document.
(b) 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 Delisting Purchase 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).
(c) If holders of MorphoSys ADSs wish to accept the Delisting Purchase Offer but such holders’ MorphoSys ADSs are not immediately available and/or if such holders cannot deliver all other required