Ad hoc: MorphoSys AG Places New Shares From Cash Capital Increase with Gross Proceeds Of Approximately EUR 102.7 million
MorphoSys AG / Key word(s): Capital Increase Publication of an inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014 Planegg/Munich, Germany, December 14, 2023
Ad hoc: MorphoSys AG Places New Shares From Cash Capital Increase with Gross Proceeds Of Approximately EUR 102.7 million MorphoSys AG (FSE: MOR; NASDAQ: MOR) (the “Company”) resolved to increase its current share capital from EUR 34,231,943 to EUR 37,655,137 through a full utilization of its authorized capital 2023-II. Shareholders' pre-emptive rights were excluded. The 3,423,194 new ordinary bearer shares with no-par value (Stückaktien) (“New Shares”) have been placed with institutional investors at a placement price of EUR 30.00 per new share by way of an accelerated bookbuilding, resulting in gross proceeds of approximately EUR 102.7 million. The New Shares shall be admitted to trading without a prospectus and included in the existing quotation for the Company's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange and carry full dividend rights as from January 1, 2023. The delivery and the first day of trading of the New Shares is expected to occur on or around December 19, 2023. The placement price represents a discount of 2.8% compared to the 5-day volume-weighted average price (XETRA) of the Company’s shares. As part of the transaction, the Company has agreed to a lock-up period of two months, subject to customary exceptions. *** END OF AD HOC RELEASE End of Inside Information Information and Explanation of the Issuer to this announcement: Important Notice This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements under the Securities Act. In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation). The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the convertible bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the convertible bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation. No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned. The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the new shares have been offered and sold by way of private placements (i) in the United States, only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and (ii) outside the United States, to eligible investors in offshore transactions in accordance with Regulation S under the Securities Act. In member states of the European Economic Area ('EEA'), the placement of shares described in this announcement was only directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the 'Prospectus Regulation') ('Qualified Investors'). In the United Kingdom, the placement of shares described in this announcement was only directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the 'Order'), (ii) falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. Information to Distributors MorphoSys Forward-Looking Statements About MorphoSys For more information, please contact: MorphoSys AG Dr. Julia Neugebauer
14-Dec-2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | MorphoSys AG |
Semmelweisstr. 7 | |
82152 Planegg | |
Germany | |
Phone: | +49 (0)89 899 27-0 |
Fax: | +49 (0)89 899 27-222 |
E-mail: | investors@morphosys.com |
Internet: | www.morphosys.com |
ISIN: | DE0006632003 |
WKN: | 663200 |
Indices: | SDAX, TecDAX |
Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Nasdaq |
EQS News ID: | 1796503 |
End of Announcement | EQS News Service |
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