EX-99.(A)(1)(E) 6 tm2410988d29_ex99-a1e.htm EXHIBIT (A)(1)(E) tm2410988-29_sctot_DIV_07-exha1e - none - 1.3594085s
 
 Exhibit (a)(1)(E)
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MORPHOSYS AG Attn: Voluntary Corporate Actions, COY: MPSB P.O. Box 43011 Providence Rhode Island 02940-3011 Information Agent: Georgeson LLC (866)356-7344 LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES OF MORPHOSYS AG Pursuant to the Offer Document dated July 4, 2024, Novartis Bidco AG has commenced a Delisting Purchase Offer to all holders of American Depositary Shares (“ADSs”) of MorphoSys. The offer is for cash at a rate of EUR68.00 per MorphoSys Share or, as 1 MorphoSys ADS represents one-quarter of a MorphoSys Share, the USD equivalent of EUR17.00 per MorphoSys ADS. The offer expires at 6:00 p.m. New York City time on August 2, 2024, unless extended. See Instructions on the reverse side. I/we, the undersigned, hereby surrender to you for tendering the ADSs identified below. I/we hereby agree to the terms and conditions of the Offer Document dated [July xx, 2024] (“Offer to Purchase”). I/we hereby certify and warrant that: (i) I/we have received and read the Offer to Purchase; (ii) I/we have complied with all instructions on the reverse side of this Letter of Transmittal and the requirements of the Offer to Purchase; (iii) I/we have full authority to surrender these certificate(s)
and give the instructions in this Letter of Transmittal; and (iv) the ADSs represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances. Please locate your original certificate(s) and send them along with the completed Letter of Transmittal. Signature: This form must be signed by all of the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the ADS Tender Agent of their authority to so act, or in lieu of evidence guaranteed by an Eligible Institution. Additionally, if any of the tendered ADSs are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal. X Signature of Shareholder Date Daytime Telephone # X Signature of Shareholder Date Daytime Telephone # PLACE AN IN ONE TENDER BOX ONLY FRACTIONS WHOLE ADSs or Tender All Partial Tender Please complete the back if you would like to transfer ownership or request special mailing. CHECK HERE IF ADS CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 6. E X O T P 03ZJXC .
 

 
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4 Special Transfer Instructions Please see Instruction number 5 below. 5 Special Mailing Instructions Please see Instruction number 6 below. If you want your certificate(s) for ADSs and/or check for cash to be issued in another name, fill in this section with the information for the new account/payee name. Name (Please Print First, Middle & Last Name) Address (Number and Street) (City, State & Zip Code) (Tax Identification or Social Security Number) ^Signature Guarantee Medallion (Title of Officer Signing this Guarantee) (Name of Guarantor — Please Print) (Address of Guarantor Firm) Fill in ONLY if you want your certificate(s) for ADSs and/or check for cash to be mailed to someone other than the registered holder or to the registered holder at an address other than that shown on the front of this Letter of Transmittal. Name (Please Print First, Middle & Last Name) Address (Number and Street) (City, State & Zip Code) INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL 1 Sign, date and include your daytime telephone number in this Transmittal form in Box 1. After completing all other applicable sections, return this Letter of Transmittal and your stock certificates in the enclosed envelope. The method of delivery of any documents, including ADS certificates, is at the election and risk of the tendering shareholder. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested. 2 If you are tendering all your ADSs for cash, please check this box only. 3 If you are tendering some of your ADSs for cash, please check the box, indicate the number of ADSs you wish to tender and receive in cash. 4 If you want your certificate(s) for ADSs and/or check for cash to be issued in another name, fill in Box 4. Signature(s) in Box 4 must be medallion guaranteed. 5 Complete Box 5 only if your certificate(s) for ADSs and/or check for cash is to be delivered to a person other than the registered holder orto the registered holder at a different address. Internal Revenue Service Form W-9: Under U.S. federal income tax law, a stockholder that is a U.S. person is generally required to provide The Bank of New York Mellon with such stockholder’s correct Taxpayer Identification Number (generally, a social security number, individual taxpayer identification number, or employer identification number, as applicable). If you are a U.S. person and your Taxpayer Identification Number is not certified on our records, we have enclosed an Internal Revenue Service Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment. If you are a foreign person, you should complete and submit IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, to The Bank of New York Mellon. The Information Agent for the Offer is: Georgeson LLC The ADS Tender Agent for the Offer is: The Bank of New York Mellon Shareholders, Banks and Brokers Call Toll Free: (866) 356-7344 Outside the U.S. Call: (781) 236-4704 Email: MorphoSysADS@Georgeson.com By First Class Mail: The Bank of New York Mellon c/o Voluntary Corporate Actions, COY: MPSB By Registered, Certified or Express Mail or Overnight Courier: The Bank of New York Mellon c/o Voluntary Corporate Actions, COY: MPSB P.O. Box 43011   150 Royall Street, Suite V Providence, RI 02940-3011   Canton, MA 02021