MorphoSys Raises EUR 84 million in Private Placement
September 19, 2013
MorphoSys AG (Frankfurt Stock Exchange: MOR; Prime Standard Segment, TecDAX; OTC: MPSYY) today announced that it has raised gross proceeds of approximately EUR 84 million in a private placement via an accelerated book building procedure. MorphoSys issued 1,514,066 new shares from authorized capital to international institutional investors at a price of EUR 55.76 per share, which corresponds to the closing auction price on 18 September 2013, one day prior to the launch of the transaction. The offering represents approximately 6.3% of the registered pre-transaction share capital and will bring the total number of registered shares after the issuance to 25,669,444, and was multiple times over-subscribed. The new shares will be admitted to listing on the Frankfurt Stock Exchange following their issuance.
The net proceeds from the transaction will be used by MorphoSys to:
fund the clinical development of MOR208, our wholly owned anti-CD19 antibody, potentially including an additional phase 2 combination study in chronic lymphocytic leukemia (CLL). MOR208 has completed a phase 1 study in CLL and is in ongoing phase 2 clinical trials in non-Hodgkin lymphoma (NHL) and acute lymphoblastic leukemia (ALL);
fund the further clinical development of MOR202 (an anti-CD38 antibody currently in a phase 1/2a clinical trial in multiple myeloma), for which MorphoSys has signed a global co-development agreement with Celgene;
initiate, advance and/or accelerate the development of other proprietary programs, including advancing of pre-clinical or clinical stage assets into later stages of clinical development prior to licensing;
fund potential acquisitions of new businesses, technologies or products, including MorphoSys's Innovation Capital initiative, that would complement our business or expand our portfolio.
"We are very pleased to announce the successful completion of our placement which we believe reflects the significant progress made at MorphoSys over the past year," said Dr. Simon Moroney, Chief Executive Officer of MorphoSys AG. "We have made considerable progress in advancing our pipeline and have announced ground-breaking partnerships with both GlaxoSmithKline and Celgene. The funds we have raised will allow us to further develop our wholly-owned program MOR208, to build on the great potential of MOR202 with our partner Celgene and to invest in other attractive opportunities. We believe MorphoSys is well positioned to build on this positive momentum and to continue to build significant value to shareholders."
Jens Holstein, Chief Financial Officer of MorphoSys AG commented: "In response to the progress the company achieved in recent years and the further promise of our pipeline, we received strong interest from international investors. The offering has allowed us to meet this demand, strengthen our financial position and further enhance trading liquidity. The funds raised will provide additional strategic flexibility as we continue to build the company to create long-term value for our shareholders."
Deutsche Bank and J.P. Morgan acted as Joint Bookrunners for the offering. Trout Capital, LLC acted as financial advisor to MorphoSys on the transaction.
This press release is for information only and does not constitute an offer to sell, purchase, exchange or transfer any securities or a solicitation of any such offer in the United States or any other jurisdiction. The securities referred to herein have not been and will not be 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 absent registration or an exemption from registration under the Securities Act. Neither MorphoSys AG (the "Seller") nor any other participant in the transactions described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposals described in this announcement.
Deutsche Bank AG and J.P. Morgan Securities plc are acting solely for the Seller and no one else and will not be responsible for providing the protections afforded to customers of Deutsche Bank AG and J.P. Morgan Securities plc nor for providing advice in relation to the transaction.
The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction.
No action has been taken by the Seller or Deutsche Bank AG and J.P. Morgan Securities plc or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
In member states of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Seller or Deutsche Bank AG and J.P. Morgan Securities plc of a prospectus pursuant to Article 3 of the Prospectus Directive. The Seller and Deutsche Bank AG and J.P. Morgan Securities plc and any of their affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.
MorphoSys developed HuCAL, the most successful antibody library technology in the pharmaceutical industry. By successfully applying this and other patented technologies, MorphoSys has become a leader in the field of therapeutic antibodies, one of the fastest-growing drug classes in human healthcare.
Together with its pharmaceutical partners, MorphoSys has built a therapeutic pipeline of more than 70 human antibody drug candidates for the treatment of cancer, rheumatoid arthritis, and Alzheimer's disease, to name just a few. With its ongoing commitment to new antibody technology and drug development, MorphoSys is focused on making the healthcare products of tomorrow. MorphoSys is listed on the Frankfurt Stock Exchange under the symbol MOR. For regular updates about MorphoSys, visit http://www.morphosys.com.
HuCAL®, HuCAL GOLD®, HuCAL PLATINUM®, CysDisplay®, RapMAT®, arYla®, Ylanthia® and 100 billion high potentials® are registered trademarks of MorphoSys AG.
Slonomics® is a registered trademark of Sloning BioTechnology GmbH, a subsidiary of MorphoSys AG.
This communication contains certain forward-looking statements concerning the MorphoSys group of companies. The forward-looking statements contained herein represent the judgment of MorphoSys as of the date of this release and involve risks and uncertainties. Should actual conditions differ from the Company's assumptions, actual results and actions may differ from those anticipated. MorphoSys does not intend to update any of these forward-looking statements as far as the wording of the relevant press release is concerned.
For more information, please contact:
Dr. Claudia Gutjahr-Löser
Head of Corporate Communications & IR
Tel: +49 (0) 89 / 899 27-122
Associate Director Corporate Communications & IR
Tel: +49 (0) 89 / 899 27-454
Specialist Corporate Communications & IR
Tel: +49 (0) 89 / 899 27-332