This Amendment No. 4 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by MorphoSys AG
(“MorphoSys”) with the Securities and Exchange Commission (the “SEC”) on April 11, 2024, relating to the voluntary public cash takeover offer (the “Offer”) by Novartis BidCo AG (formerly known as Novartis data42
AG) (the “Bidder”), a wholly owned subsidiary of Novartis AG (“Novartis”), for all of the outstanding no-par value bearer shares of MorphoSys AG (“MorphoSys”), commenced pursuant
to the Business Combination Agreement, dated February 5, 2024, among MorphoSys, Novartis and the Bidder.
Except to the extent specifically provided
in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Joint Reasoned
Statement filed as Exhibit (a)(2) to the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 8. Additional Information
Item 8 of the
Schedule 14D-9 is hereby amended and supplemented by adding the following as new paragraphs at the end of the section titled “End of the Acceptance Period”:
On May 30, 2024, at 24:00 hours Frankfurt am Main Local Time / 18:00 hours New York Local Time, the Additional Acceptance Period ended.
On June 4, 2024, the Bidder announced that, as of the end of the Additional Acceptance Period, (i) a total of 3,725,565 MorphoSys Shares were
validly tendered during the Additional Acceptance Period, representing approximately 9.88% of MorphoSys’ share capital and voting rights, (ii) MorphoSys directly held a total of 53,685 MorphoSys Shares, representing approximately 0.14% of
MorphoSys’ share capital and voting rights, and (iii) the Bidder held a total of 29,970,913 MorphoSys Shares (including the MorphoSys Shares acquired by the Bidder that were validly tendered and not validly withdrawn during the Acceptance
Period), representing approximately 79.46% of MorphoSys’ share capital and voting rights. Therefore, as of the end of the Additional Acceptance Period, the total number of MorphoSys Shares validly tendered pursuant to the Offer during the
Additional Acceptance Period, plus the MorphoSys Shares directly held by MorphoSys, plus the MorphoSys Shares held by the Bidder, amounts to 33,750,163 MorphoSys Shares, representing approximately 89.48% of MorphoSys’ share capital and
approximately 89.47% of MorphoSys’ share capital with voting rights (excluding treasury shares held by MorphoSys).
For MorphoSys Shares validly
tendered pursuant to the Offer during the Additional Acceptance Period, the Bidder will be deemed to have acquired ownership of such MorphoSys Shares and such MorphoSys Shares are considered accepted for payment when the Bidder has concurrently paid
the Offer Price for such MorphoSys Shares. The Settlement Agent will cause the Offer Price for such MorphoSys Shares to be transferred through Clearstream to the relevant Custodian Bank without undue delay, but no later than on June 10, 2024,
the fourth (4th) Banking Day following publication of the tender results after the end of the Additional Acceptance Period pursuant to Sec. 23 para. 1 no. 2 WpÜG. For MorphoSys Shares
represented by MorphoSys ADSs validly tendered during the Additional Acceptance Period, the Bidder will pay the Offer Price to the ADS Tender Agent’s cash account in Germany via Clearstream without undue delay, but no later than on
June 10, 2024, the fourth (4th) Banking Day following the publication of the tender results after the end of the Additional Acceptance Period pursuant to Sec. 23 para. 1 no. 2 WpÜG.
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