Novartis reaches out to Morphosys. The planned takeover is expected to be completed in the first half of this year. In addition to Freshfields and Skadden, teams from Latham & Watkins and LARK are also involved in an advisory capacity.
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The share price was a harbinger, but it is now official: Morphosys has become a takeover target. The pharmaceutical company Novartis is an interested buyer. The Swiss are offering 68 euros per share, which corresponds to a premium of 94 percent compared to the weighted average price of the last 30 days before January 25th. The Executive Board and Supervisory Board of Morphosys have signaled their support for the project and recommend accepting the offer.
The acquisition agreement was signed on February 5th. Novartis is making the transaction subject to the condition that at least 65 percent of the shares are tendered. Those involved are aiming to complete the takeover in the first half of 2024. Morphosys will then be delisted from the stock exchange.
Law firms & heads
According to LTO information, Novartis is relying on legal support from the law firm Freshfields Bruckhaus Deringer for the intended takeover.
A team led by partner Dr. Sabrina Kulenkamp and partner Rick van Aerssen.
On the Morphosys side, Skadden, Arps, Slate, Meagher & Flom advise with a team led by Dr. Jan Bauer, Caspar Schmelzer and Dr. Stephan Hutter provided comprehensive information on the transaction, including the conclusion of the business combination agreement, as well as on questions of US capital market law.
In addition, a team from the Munich law firm LARK led by Dr. Tobias Nikoleyczik provides legal advice to Morphosys. Centerview Partners is involved as lead financial advisor and is represented by Latham & Watkins with a team led by Dr. Heiko Gotsche and Scott Shean provided legal advice.
In-house, Morphosys Chief Legal & Human Resources Officer Charlotte Lohmann is responsible for the legal aspects of the transaction.
sts/LTO editorial team
Law firms involved
People involved
Freshfields Bruckhaus Deringer for Novartis (known from the market):
Rick van Aerssen (Partner, Frankfurt)
dr. Sabrina Kulenkamp (Partner, Frankfurt)
dr. Timo Piller (Associate, Düsseldorf)
LARK for Morphosys:
Dr. Tobias Nikoleyczik (Partner, Public M&A / Capital Markets, Munich)
Malte Krohn (Partner, Public M&A / Capital Markets, Munich)
Nadja Crombach (Senior Associate, Public M&A / Capital Markets, München)
Latham & Watkins for Centerview Partners:
Dr. Heiko Gotsche (Partner, Lead, Corporate, Düsseldorf)
Scott Shean (Partner, Lead, Corporate, Orange County)
Dr. Steffen Augschill (Associate, Corporate, Düsseldorf)
Brian Umanoff (Associate, Corporate, Orange County)
Skadden, Arps, Slate, Meagher & Flom for Morphosys:
Dr. Jan Bauer (Partner, Private Equity / M&A, Frankfurt)
Caspar Schmelzer (Counsel, Corporate/Capital Markets, Frankfurt)
Dr. Stephan Hutter (Partner, Capital Markets, Frankfurt)
Citation suggestion
Novartis announces public takeover offer: Freshfields and Skadden advise on Morphosys deal. In: Legal Tribune Online, February 6, 2024, (accessed on: February 7, 2024)
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