MorphoSys AG (FSE: MOR; Prime Standard Segment; MDAX & TecDAX; NASDAQ: MOR) today announces to launch an offering of unsubordinated, unsecured convertible bonds due 2025 in an aggregate principal amount of approximately EUR 325 million. The bonds will be convertible into up to approximately 2.65 million new and/or existing no-par value ordinary bearer shares of MorphoSys. The pre-emptive rights (Bezugsrechte) of existing shareholders of the Company to subscribe for the convertible bonds will be excluded.
The convertible bonds with a denomination of EUR 100,000 each will be issued at 100% of their principal amount. Unless previously converted, redeemed or repurchased and cancelled, the convertible bonds will be redeemed at their principal amount on October 16, 2025. The convertible bonds will be offered with a coupon between 0.625% and 1.125% per annum, payable semi-annually in arrear. The conversion premium will be set between 35.0% and 40.0% above the reference share price, being the volume-weighted average price (VWAP) of the shares on XETRA between launch and pricing.
The Company may redeem all, but not some only, of the convertible bonds outstanding at their principal amount plus accrued interest with effect on or after November 6, 2023 if the price of the Company's share is equal to or exceeds 130% of the prevailing conversion price on each day within a certain period, or if less than 20% of the aggregate principal amount of the convertible bonds originally issued are outstanding.
The convertible bonds will be offered by way of an accelerated bookbuilding process to institutional investors outside the United States of America and any other jurisdiction in which offers or sales of the convertible bonds would be prohibited by applicable law.
The final terms of the convertible bonds are expected to be determined and announced later today through a separate press release. Settlement of the offering is expected to take place on or around October 16, 2020. The Company intends to arrange for the convertible bonds to be included to trading on the Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange shortly thereafter.
Use of Proceeds
The proceeds from the issue of the convertible bonds will be used for general corporate purposes, including proprietary development, inlicensing and/or M&A transactions.
Lock-up
The Company has agreed to a lock-up of 90 calendar days following the settlement of the offering, subject to customary exemptions.