2013-09-18 19:21:02 -
MorphoSys AG /
MorphoSys to Raise Capital via a Private Placement of New Shares
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The issuer is solely responsible for the content of this announcement.
MorphoSys AG (Frankfurt Stock Exchange: MOR; Prime Standard Segment, TecDAX;
OTC: MPSYY) today announced the launch of a private placement of up to
1,514,066 new shares to institutional investors in Europe and North America via
an accelerated book building transaction.
"MorphoSys has undergone a successful transition from a technology provider to a
development company," said Jens Holstein, Chief Financial Officer of MorphoSys
AG. "With the proceeds of this offering, we
plan to accelerate and broaden our
development activities further by investing in our proprietary portfolio and
pursuing potential in-licensing opportunities and/or acquisitions."
MorphoSys will offer up to 1,514,066 new shares from authorized capital, or up
to approximately 6.3% of the registered share capital, to qualified and other
eligible investors. The new shares will be issued excluding pre-emptive rights
and are scheduled to be admitted to listing on the Frankfurt Stock Exchange
following their issuance. Book building will commence immediately. It is
anticipated that books will close tomorrow, although the Bookrunners reserve the
right to close the books at any time.
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
its business or expand its portfolio.
Deutsche Bank and J.P. Morgan will act as Joint Bookrunners for the offering.
Trout Capital, LLC will act as financial advisor to MorphoSys on the
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
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 80 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 www.morphosys.com
HuCAL(®), HuCAL GOLD(®), HuCAL PLATINUM(®), CysDisplay(®), RapMAT(®), arYla(®),
Ylanthia(®) and 100 billion high potentials(®) are registered trademarks of
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
Media Release (PDF):
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Source: MorphoSys AG via Thomson Reuters ONE