MorphoSys Announces Expiration of the Hart-Scott-Rodino Waiting Period for Acquisition of Constellation Pharmaceuticals

On July 1, 2021 MorphoSys AG (FSE: MOR; NASDAQ: MOR) ("MorphoSys") reported the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), for its tender offer for Constellation Pharmaceuticals, Inc., (NASDAQ: CNST) ("Constellation") (Press release, MorphoSys, JUL 1, 2021, View Source [SID1234584542]).

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The expiration of the HSR waiting period satisfies one of the conditions to the tender offer, which is scheduled to expire at one minute past 11:59 p.m. New York City Time, on July 14, 2021, unless extended in accordance with the terms of the merger agreement by and among Constellation, MorphoSys and MorphoSys Development Inc. ("Purchaser"). The tender offer is subject to various other conditions including a minimum tender of at least a majority of outstanding Constellation shares and other customary conditions. The transaction is expected to close in the third quarter of 2021, as previously announced.

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.