This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends
and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 19, 2024 (as it may be further amended and supplemented from time to time, the “Schedule TO”) and relates to the offer
by Rainier Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Lilly”), to purchase all of the issued and outstanding shares of common stock, par value $0.0001
per share (the “Shares”), of Morphic Holding, Inc., a Delaware corporation (“Morphic”), at a purchase price of $57.00 per Share, net to the stockholder in cash, without interest thereon and subject to any applicable tax
withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 19, 2024, and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from
time to time, collectively constitute the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
The Offer will expire at one minute past 11:59 P.M., Eastern Time, on August 15, 2024, unless the Offer is extended or earlier terminated (such time or
such subsequent time to which the expiration of the Offer is extended, the “Expiration Time”). In the case of an extension of the Expiration Time, a public announcement of such extension will be made no later than 9:00 A.M., Eastern Time,
on the business day after the previously scheduled Expiration Time. The terms and conditions relating to the Offer, including the procedures regarding the extension of the Expiration Time, are described in Section 1 — “Terms of the
Offer” of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and
is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
The Offer to
Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following new sub-heading and paragraphs immediately following the end of the last
paragraph in Section 16 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase:
“Certain
Litigation
On July 25, 2024, Joseph Zappia, a purported stockholder of Morphic, filed a complaint in the United States
District Court for the Northern District of California against Morphic, the individual members of the Morphic Board, the Purchaser and Lilly, captioned Zappia v. Morphic Holding, Inc., et. al., Case No. 3:24-cv-04486 (the “Zappia Complaint”). The Zappia Complaint alleges, among other things, that Morphic and the members of the Morphic Board violated Sections 14(e) of the Exchange Act by failing to
disclose certain supposedly material information in the Schedule 14D-9 filed by Morphic on July 19, 2024 in connection with the Transactions, which they allege rendered the Schedule 14D-9 false and misleading. In addition, the Zappia Complaint alleges that members of the Morphic Board acted as controlling persons of Morphic within the meaning and in violation of Section 20(a) of the
Exchange Act to influence and control the dissemination of the allegedly defective Solicitation/Recommendation Statement. The Zappia Complaint seeks, among other things: an order enjoining the consummation of the Transactions; revisions to the
Schedule 14D-9; rescission of the Transactions if they have already been consummated and rescissory damages; and an award of plaintiff’s costs, including reasonable allowance for attorneys’ fees and
experts’ fees.
On August 1, 2024, Susan Finger, a purported stockholder of Morphic, filed a complaint in the Supreme Court of
the State of New York against Morphic and the individual members of the Morphic Board, captioned Finger v. Morphic Holding, Inc., et. al., Case No. 653866/2024 (the “Finger Complaint”). The Finger Complaint alleges, among other things,
claims of negligent misrepresentation and concealment and negligence against Morphic and the members of the Morphic Board under New York common law in connection with alleged failures to disclose certain supposedly material information regarding the
Transactions in the Schedule 14D-9 filed by Morphic on July 19, 2024 in connection with the Transactions. The Finger Complaint seeks, among other things: an order enjoining the defendants from
consummating the Transactions; revisions to the Schedule 14D-9; rescission of the Transactions if they have already been consummated or actual and punitive damages; and an award of plaintiff’s costs,
including reasonable allowance for attorneys’ and experts’ fees and expenses.
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