June 8, 2021

Willkie represents Constellation Pharmaceuticals in connection with MorphoSys’s acquisition of Constellation Pharmaceuticals.

On June 2, MorphoSyS and Constellation Pharmaceuticals announced that they have entered into a definitive agreement whereby MorphoSys will acquire Constellation Pharmaceuticals for $34.00 per share in cash, which represents a total equity value of approx. $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 $1.425 billion upfront payment to MorphoSys, a $350 million a development funding bond and an expected equity investment of $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.