Willkie Farr & Gallagher LLP: MorphoSys to acquire Constellation Pharmaceuticals

·2-min read

DGAP-News: Willkie Farr & Gallagher LLP / Key word(s): Offer/Takeover
08.06.2021 / 11:10
The issuer is solely responsible for the content of this announcement.


MorphoSys to acquire Constellation Pharmaceuticals

Willkie represents Constellation Pharma-ceuticals in connection with MorphoSys's acquisition of Constellation Pharm-aceuticals.

On June 2, 2021, MorphoSyS and Constellation Pharmaceuticals announced that they have entered into a definitive agreement whereby MorphoSys will acquire Con-stellation Pharmaceuticals for USD 34.00 per share in cash, which represents a total equity value of approx. USD 1.7 billion. The transaction has been unanimously approved by the management board and the supervisory board of MorphoSys  as well as the board of directors of Constellation Pharmaceuticals.

The transaction, which is subject to various conditions including a minimum tender of at least a majority of outstanding Constellation Pharmaceutical shares, the receipt of any approvals or clearances under the applicable antitrust laws and other customary conditions, is expected to close in Q3 2021. Following successful completion of the tender offer, MorphoSys will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer. Financing of the transaction includes a long-term strategic funding partnership between MorphoSyS and Royalty Pharma plc providing for USD 1.425 billion upfront payment to MorphoSys, a USD 350 million a development funding bond and an expected equity investment of USD 100 million.

Constellation Pharmaceuticals is a clinical-stage biopharmaceutical company using its expertise in epigenetics to discover and develop novel therapeutics that address serious unmet medical needs in patients with various forms of cancer. MorphoSys is a commercial-stage biopharmaceutical company dedicated to the discovery, development and commercialization of innovative therapies for people living with cancer and autoimmune diseases.

The Willkie team advising Constellation Pharmaceuticals on German law aspects of the transaction is led by partner Dr. Markus Lauer in Frankfurt and includes counsel Dr. Michael Ilter and associate Philipp Oehlerking. Wachtell, Lipton, Rosen & Katz advised on U.S. law matters.

Willkie Farr & Gallagher LLP is an international law firm of approximately 750 attorneys with offices in New York, Washington, Houston, Palo Alto, San Francisco, Chicago, Paris, London, Frankfurt, Brussels, Milan and Rome. The Firm is headquartered in New York City at 787 Seventh Avenue, Tel.: 001 212 728 8000.

Frankfurt am Main, June 8, 2021

08.06.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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