Accelerates Growth Strategy by Adding Two Mid-
to Late-Stage Product Candidates: Pelabresib (CPI-0610) and
CPI-0209
Bolsters Position in Hematology-Oncology and
Expands into Solid Tumors
Best-in-Class Combined Discovery and
Development Capabilities Accelerates Ability to Provide New Cancer
Treatments to Patients
MorphoSys Enters into Strategic Funding
Partnership with Royalty Pharma
MorphoSys to Host Conference Call and Webcast
at 2:00 PM CEST / 8:00 AM EST Today
MorphoSys AG (FSE: MOR; NASDAQ: MOR) (“MorphoSys”), and
Constellation Pharmaceuticals, Inc., (NASDAQ: CNST)
(“Constellation”) today announced that they have entered into a
definitive agreement whereby MorphoSys will acquire Constellation
for $34.00 per share in cash, which represents a total equity value
of $1.7 billion. The transaction has been unanimously approved by
the management board (Vorstand) and the supervisory board
(Aufsichtsrat) of MorphoSys, as well as the Board of Directors of
Constellation and is expected to close in the third quarter of
2021.
Constellation 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. Constellation’s two lead product
candidates, pelabresib (CPI-0610), a BET inhibitor, and
CPI-0209, a second-generation EZH2 inhibitor, are in mid- to
late-stage clinical trials and have broad therapeutic potential to
offer meaningful benefits to patients with various hematological
and solid tumors. Pelabresib has the potential to be a first- and
best-in-class BET inhibitor and is currently in Phase 3 clinical
trials for myelofibrosis, a bone marrow cancer that disrupts the
body’s normal production of blood cells. CPI-0209 is currently in
Phase 2 with best-in-class potential for treating hematological and
solid tumors. Constellation’s pipeline also includes numerous
preclinical compounds.
“This transformational acquisition represents a major step
forward for MorphoSys as we bolster our position in
hematology-oncology,” said Jean-Paul Kress, M.D., Chief Executive
Officer of MorphoSys. “Both pelabresib and CPI-0209 have broad
potential and we look forward to unlocking their full benefits for
cancer patients. Our existing clinical and commercial expertise is
ideally suited to accelerate Constellation’s programs, enabling us
to maximize Constellation’s potential and bring these novel
therapies to market. With Constellation’s high-potential product
candidates, complementary R&D capabilities, and outstanding
team, we can further advance our mission in the fight against
cancer.”
“We are proud that MorphoSys has recognized the strength of our
team, our expertise in epigenetics, and our high-potential oncology
development pipeline and discovery programs,” said Jigar Raythatha,
President and Chief Executive Officer of Constellation. “Becoming
part of MorphoSys creates an industry leader with commercial
capabilities, a deep R&D pipeline and complementary small
molecule and biologics discovery and translational capabilities, as
well as the financial strength to compete to win. Our shareholders
will receive attractive, immediate and certain cash value for their
shares, the employees of the combined entity will have a broader
platform and greater opportunities, and patients will potentially
benefit from innovative new therapies that address serious unmet
needs.”
Strategic Funding Partnership with Royalty Pharma
MorphoSys also announced that it has entered into a long-term
strategic funding partnership with Royalty Pharma plc (Nasdaq:
RPRX) (“Royalty Pharma”) (together with the Constellation
transaction, the “Transactions”). The terms of the agreement
between MorphoSys and Royalty Pharma provide for the following,
under certain conditions and upon closing of the transaction with
Constellation:
- $1.425 Billion Upfront Payment: Royalty Pharma will make
a $1.425 billion upfront payment to MorphoSys, supporting its
growth strategy. The proceeds will be used to support the financing
of the Constellation transaction and development of the combined
pipeline.
- $350 Million Development Funding Bonds: Royalty Pharma
will provide MorphoSys with access to up to $350 million in
Development Funding Bonds with the flexibility to draw over a
one-year period.
- Milestone Payments: Royalty Pharma will make additional
payments of up to $150 million to MorphoSys upon reaching clinical,
regulatory and commercial milestones for otilimab, gantenerumab and
pelabresib.
- Royalties: Royalty Pharma will have the rights to
receive 100% of MorphoSys’ royalties on net sales of Tremfya®, 80%
of future royalties and 100% of future milestone payments on
otilimab, 60% of future royalties on gantenerumab, and 3% on future
net sales of Constellation’s clinical stage assets (pelabresib and
CPI-0209).
- Equity Investment: After completion of the transaction
and subject to the required approvals of the management board
(Vorstand) and the supervisory board (Aufsichtsrat) of MorphoSys,
Royalty Pharma is expected to invest $100 million in a cash capital
increase of MorphoSys under an authorization to exclude
subscription rights of existing shareholders. The new MorphoSys
shares will be listed on the Frankfurt Stock Exchange.
Jean-Paul Kress continued, “We are thrilled to announce this
partnership with Royalty Pharma, which is providing more than $2
billion to fuel our proprietary drug development and
commercialization. We are confident they will be a strong financial
partner for years to come, enabling us to fund our growth and –
with the addition of Constellation’s innovative pipeline – bring
our attractive new candidates to patients.”
“In acquiring Constellation, MorphoSys has a significant
opportunity to drive clinical and commercial success,” said Pablo
Legorreta, Chief Executive Officer of Royalty Pharma. “We are
excited to join forces to further advance the combined company’s
pipeline and positively impact patients.”
Benefits of the Transaction
- Accelerates Growth Strategy with Exciting Mid- to Late-Stage
Product Candidates. The transaction accelerates MorphoSys’
strategy to grow through proprietary drug development and
commercialization. Constellation’s lead product candidates,
pelabresib and CPI-0209, have broad potential, with expected
approvals across a range of oncology indications in the coming
years. Constellation’s lead compounds fit well with MorphoSys’
proven clinical development, regulatory and commercial
capabilities, and MorphoSys is well positioned to rapidly advance
and unlock the potential of the Constellation portfolio.
- Bolsters Position in Hematology-Oncology and Expands into
Solid Tumors. Constellation adds an attractive, complementary
pipeline of highly innovative late- to early-stage cancer therapy
candidates, augmenting MorphoSys’ existing pipeline in hematologic
malignancies and expanding into potential therapies for solid
tumors.
- Strengthens Cutting-Edge Research and Technology
Organization. The transaction leverages MorphoSys’ expertise in
biologics and Constellation’s expertise in epigenetics and small
molecule discovery platforms to develop a broad range of oncology
therapies. Constellation adds exciting, pioneering science and
attractive preclinical compounds targeting epigenetic regulators.
Together, MorphoSys’ and Constellation’s highly talented research
and development teams will strengthen earlier stage and emerging
science to bring exciting new cancer therapies to patients.
- Anchored by Strategic Funding Partnership. Royalty
Pharma’s strategic funding partnership will fuel the expansion of
the combined company’s capabilities to help accelerate the
development, approval and commercial reach of breakthrough cancer
treatments. This long-term commitment will help deliver significant
value to all stakeholders.
Transaction Details
Under the terms of the merger agreement, an indirect
wholly-owned subsidiary of MorphoSys will promptly commence a
tender offer to acquire all of the outstanding shares of
Constellation’s common stock at a price of $34.00 per share in
cash. 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.
MorphoSys plans to pay an all-cash consideration for the
transaction. The tender offer is not subject to a financing
condition.
The purchase price of $34.00 per share in cash represents a
premium of approximately 70% to Constellation’s volume-weighted
average price for the last five trading days.
Consummation of the tender offer is subject to various
conditions including a minimum tender of at least a majority of
outstanding Constellation shares, the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and the receipt of any approvals or clearances
required to be obtained under the applicable antitrust laws, and
other customary conditions. The transaction is expected to close in
the third quarter of 2021.
Following close, MorphoSys will remain headquartered in Munich,
Germany, and will maintain a significant commercial and R&D
presence in Boston, Massachusetts.
Advisors
Goldman Sachs Bank Europe SE acted as financial advisor to
MorphoSys and Skadden, Arps, Slate, Meagher & Flom LLP as its
legal advisor. Centerview Partners LLC acted as financial advisor
to Constellation and Wachtell, Lipton, Rosen & Katz as its
legal advisor. Goodwin Procter LLP acted as legal advisor to
Royalty Pharma.
Conference Call
MorphoSys will host a conference call and webcast to discuss the
transaction on June 2, 2021 at 2:00 p.m. CEST, or 8:00 a.m. EDT.
The webcast and accompanying slides can be accessed in the Media
and Investors section, under Conferences, of MorphoSys’ website at
http://www.morphosys.com or at
http://morphosys-constellation-royaltypharma.com/. After the call,
a slide-synchronized audio replay of the conference will be
available at the same location.
The live call is also available at:
Germany:
+49 69 201 744 220
For UK residents:
+44 203 009 2470
For US residents:
+1 877 423 0830
Participant PIN:
78217587#
Please dial in 10 minutes before the beginning of the
conference.
About MorphoSys
MorphoSys (FSE & NASDAQ: MOR) is a commercial-stage
biopharmaceutical company dedicated to the discovery, development
and commercialization of innovative therapies for people living
with cancer and autoimmune diseases. Based on its leading expertise
in antibody, protein and peptide technologies, MorphoSys is
advancing its own pipeline of new drug candidates and has created
antibodies which are developed by partners in different areas of
unmet medical need. In 2017, Tremfya® (guselkumab) – developed by
Janssen Research & Development, LLC and marketed by Janssen
Biotech, Inc., for the treatment of plaque psoriasis – became the
first drug based on MorphoSys’ antibody technology to receive
regulatory approval. In July 2020, the U.S. Food and Drug
Administration (FDA) granted accelerated approval of the company’s
proprietary product Monjuvi® (tafasitamab-cxix) in combination with
lenalidomide in patients with a certain type of lymphoma.
Headquartered near Munich, Germany, the MorphoSys group, including
the fully owned U.S. subsidiary MorphoSys US Inc., has more than
600 employees. More information at www.morphosys.com or
www.morphosys-us.com.
Monjuvi® is a registered trademark of MorphoSys AG.
Tremfya® is a registered trademark of Janssen Biotech, Inc.
About Constellation
Constellation Pharmaceuticals is a clinical-stage
biopharmaceutical company developing novel therapeutics that
selectively modulate gene expression to address serious unmet
medical needs in patients with cancer. The Company has a deep
understanding of how epigenetic and chromatin modifications in
cancer cells and in the tumor and immune microenvironment play a
fundamental role in driving disease progression and drug
resistance. Constellation is driving development of the BET
inhibitor pelabresib for the treatment of myelofibrosis as well as
the EZH2 inhibitor CPI-0209 for the treatment of advanced
malignancies. The Company is also applying its broad research and
development capabilities to explore other novel targets that
directly and indirectly impact gene expression to fuel a
sustainable pipeline of innovative small-molecule product
candidates.
About Royalty Pharma
Founded in 1996, Royalty Pharma is the largest buyer of
biopharmaceutical royalties and a leading funder of innovation
across the biopharmaceutical industry, collaborating with
innovators from academic institutions, research hospitals and
not-for-profits through small- and mid-cap biotechnology companies
to leading global pharmaceutical companies. Royalty Pharma has
assembled a portfolio of royalties which entitles it to payments
based directly on the top-line sales of many of the industry’s
leading therapies. Royalty Pharma funds innovation in the
biopharmaceutical industry both directly and indirectly - directly
when it partners with companies to co-fund late-stage clinical
trials and new product launches in exchange for future royalties,
and indirectly when it acquires existing royalties from the
original innovators. Royalty Pharma’s current portfolio includes
royalties on more than 45 commercial products, including AbbVie and
J&J’s Imbruvica, Astellas and Pfizer’s Xtandi, Biogen’s
Tysabri, Gilead’s Trodelvy, Merck’s Januvia, Novartis’ Promacta,
and Vertex’s Kalydeco, Orkambi, Symdeko and Trikafta, and five
development-stage product candidates.
Additional Information and Where to Find it
The tender offer described in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares of Constellation Pharmaceuticals Inc.
(“Constellation”), nor is it a substitute for any tender offer
materials that MorphoSys AG (“MorphoSys”), or Constellation will
file with the SEC. A solicitation and an offer to buy shares of
Constellation will be made only pursuant to an offer to purchase
and related materials that MorphoSys intends to file with the SEC.
At the time the tender offer is commenced, MorphoSys will file a
Tender Offer Statement on Schedule TO with the SEC, and
Constellation will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer.
CONSTELLATION’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be sent to all
stockholders of Constellation at no expense to them. The Tender
Offer Statement and the Solicitation/Recommendation Statement will
be made available for free at the SEC’s website at www.sec.gov.
Additional copies may be obtained for free by contacting MorphoSys
or Constellation. Free copies of these materials and certain other
offering documents will be made available by MorphoSys by mail to
MorphoSys AG., Semmelweisstrasse 7, 82152 Planegg, Germany,
attention: Investor Relations, by phone at 49 (0)89 / 899 27 179,
or by directing requests for such materials to the information
agent for the offer, which will be named in the Tender Offer
Statement. Copies of the documents filed with the SEC by
Constellation will be available free of charge under the
“Investors” section of Constellation’s internet website at
https://ir.constellationpharma.com/investor-relations.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Constellation and
MorphoSys file periodic reports and other information with the SEC.
MorphoSys’ and Constellation’s filings with the SEC are also
available for free to the public from commercial document-retrieval
services and at the website maintained by the SEC at
www.sec.gov.
Forward Looking Statements
This communication contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, related to MorphoSys, Constellation and the acquisition of
Constellation by MorphoSys (the “Transaction”) that are subject to
risks, uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including all statements regarding the
intent, belief or current expectation of the companies’ and members
of their senior management team. Forward-looking statements
include, without limitation, statements regarding the Transaction
and related matters, prospective performance and opportunities,
post-closing operations and the outlook for the companies’
businesses, including, without limitation, the ability of MorphoSys
to advance Constellation’s product pipeline, including pelabresib
(CPI-0610) and CPI-0209, FSI-174 and FSI-189; regulatory approval
of pelabresib (CPI-0610) and CPI-0209 on a timely basis; the
anticipated timing of clinical data; the possibility of unfavorable
results from clinical trials; filings and approvals relating to the
Transaction; the expected timing of the completion of the
Transaction; the expected plans for financing the Transaction
(including the strategic partnership and financing collaboration
with Royalty Pharma); the ability to complete the Transaction
considering the various closing conditions; difficulties or
unanticipated expenses in connection with integrating the
companies; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward-looking statements include: uncertainties as to the timing
of the tender offer and merger; uncertainties as to how many of
Constellation’s stockholders will tender their stock in the offer;
the possibility that competing offers will be made; the possibility
that various closing conditions for the Transaction may not be
satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the Transaction; the effects of the Transaction on relationships
with employees, other business partners or governmental entities;
the difficulty of predicting the timing or outcome of FDA approvals
or actions, if any; the impact of competitive products and pricing;
other business effects, including the effects of industry, economic
or political conditions outside of the companies’ control;
Transaction costs; actual or contingent liabilities; and other
risks and uncertainties detailed from time to time in the parties’
periodic reports filed with the U.S. Securities and Exchange
Commission (the “SEC”), including current reports on Form 8-K,
quarterly reports on Form 10-Q, annual reports on Form 10-K, Form
20-F, and Form 6-K as well as the Schedule 14D-9 to be filed by
Constellation and the Schedule TO and related tender offer
documents to be filed by MorphoSys and MorphoSys Development, Inc.,
an indirect wholly owned subsidiary of MorphoSys. All
forward-looking statements are based on information currently
available to MorphoSys and Constellation, and MorphoSys and
Constellation assume no obligation and disclaim any intent to
update any such forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210602005571/en/
MorphoSys
Investor Dr. Julia Neugebauer Senior Director Tel: +49
(0)89 / 899 27 179 julia.neugebauer@MorphoSys.com
Myles Clouston Senior Director Tel: +1 857-772-0240
myles.clouston@MorphoSys.com
Media Thomas Biegi Vice President Tel.: +49 (0)89 / 89927
26079 thomas.biegi@MorphoSys.com
Jeanette Bressi Director, US Communications Tel: +1 617-404-7816
jeanette.bressi@MorphoSys.com
Constellation Pharmaceuticals Investors Kia
Khaleghpour, Ph.D. Vice President, Investor Relations and
Communications Constellation Pharmaceuticals +1 617-844-6859
kia.khaleghpour@constellationpharma.com Media Sard Verbinnen
& Co ConstellationPharma-SVC@sardverb.com Royalty Pharma
Investor Contact +1 (212) 883-6772 ir@RoyaltyPharma.com
MorphoSys (NASDAQ:MOR)
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