On April 29, 2024 MorphoSys AG (FSE: MOR; NASDAQ: MOR) reported results for the first quarter of 2024 (Press release, MorphoSys, APR 29, 2024, View Source [SID1234642445]).
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"The proposed acquisition by Novartis is advancing steadily, and we continue to anticipate its closure in the first half of 2024. The acceptance period for the acquisition is currently underway, and both our Management Board and Supervisory Board unanimously recommend that our shareholders accept the offer and tender their shares given the highly attractive and equitable offer price," said Jean-Paul Kress, M.D., Chief Executive Officer of MorphoSys. "Utilizing its extensive resources, broad scientific experience and worldwide presence, Novartis will help maximize commercial and expedite development opportunities across our promising oncology programs."
Novartis’ Public Takeover Offer Highlights:
On February 5, 2024, MorphoSys announced the intention of Novartis BidCo AG, a wholly owned indirect subsidiary of Novartis AG (hereinafter collectively referred to as "Novartis"), to submit a voluntary public takeover offer for all outstanding MorphoSys no-par value bearer shares at an offer price of € 68.00 per share in cash, representing a total equity value of € 2.7 billion. The offer price corresponds to a premium of 94% and 142% on the volume-weighted average price during the last month and three months, respectively, as of the unaffected January 25, 2024, closing price.
On March 13, 2024, MorphoSys confirmed the receipt of antitrust clearance in Germany and Austria. Subsequently, on March 22, 2024, MorphoSys announced the receipt of U.S. antitrust clearance. As a result, all mandatory antitrust approvals for the proposed acquisition have been obtained.
On April 11, 2024, Novartis published its offer document. Following the publication of the offer document, the MorphoSys Management Board and Supervisory Board issued a joint reasoned statement, recommending that shareholders accept the offer and tender their MorphoSys shares. The acceptance period for shareholders commenced with the publication of the offer document on April 11, 2024, and will end on May 13, 2024, at 24:00 hours CEST and 18:00 hours EDT (also on May 13, 2024).
Medical Conferences Highlights:
On April 24, 2024, MorphoSys announced that new efficacy and safety data from the Phase 3 MANIFEST-2 trial of pelabresib, an investigational BET inhibitor, in combination with the JAK inhibitor ruxolitinib in JAK inhibitor-naïve patients with myelofibrosis will be highlighted during an oral presentation on Friday, May 31, at the 2024 American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) Annual Meeting. Additionally, new data from the Phase 2 study of tulmimetostat, an investigational next-generation dual inhibitor of EZH2 and EZH1, in patients with advanced solid tumors or hematologic malignancies will be showcased in a poster presentation at ASCO (Free ASCO Whitepaper) 2024 on Saturday, June 1.
Financial Results for the First Quarter of 2024 (IFRS):
The financial results presented for the first quarter of 2024 relate to continuing business operations of MorphoSys. Due to the announcement on February 5, 2024, of the sale and transfer of all rights worldwide related to tafasitamab to Incyte Corporation ("Incyte"), the entire tafasitamab business has been classified as discontinued operations. Consequently, the figures reported for the first quarter of 2023 were adapted due to this change in presentation.
Group Revenues: Group revenues from continued operations amounted to € 27.5 million (3M 2023: € 24.3 million). Group revenues mainly included revenues from royalties in the amount of € 27.0 million (3M 2023: € 20.9 million), Additional Group revenues from continued operations are attributable to licenses, milestones, and other sources, amounting to € 0.5 million (3M 2023: € 3.5 million).
Cost of Sales: Cost of sales in the first quarter of 2024 amounted to € 2.8 million (3M 2023: € 1.0 million). The year-on-year increase is mainly attributable to higher personnel costs.
Research and Development (R&D) Expenses: In the first quarter 2024, R&D expenses were € 85.2 million (Q1 2023: € 65.4 million). The increase consists mainly in personnel expenses resulting from probable effects of both an accelerated vesting of certain share-based compensation programs and the recognition of remuneration-related provisions following the proposed acquisition by Novartis.
Selling, General and Administrative (SG&A) Expenses: Selling expenses in the first quarter 2024 were € 18.5 million (Q1 2023: € 3.4 million). The increase in selling expenses is mainly due to the probable effects of accelerated vesting of certain share-based payment programs and the recognition of remuneration-related provisions following the proposed acquisition by Novartis. General and administrative (G&A) expenses amounted to € 185.5 million (Q1 2023: € 10.6 million). The increase in general and administrative expenses is mainly due to the probable effects of accelerated vesting of certain share-based payment programs and the recognition of remuneration-related provisions following the proposed acquisition by Novartis. Expenses resulting from external services mainly increased due to the expected transaction costs in connection with the proposed acquisition by Novartis.
Operating Loss: Operating loss amounted to € 264.4 million in the first quarter 2024 (Q1 2023: operating loss of € 56.1 million).
Consolidated Net Loss: For the first quarter 2024, consolidated net loss was € 311.0 million (Q1 2023: consolidated net loss of € 32.2 million).
Monjuvi/Minjuvi Update (Discontinued Operations):
On February 5, 2024, MorphoSys entered into a purchase agreement with Incyte to sell and transfer all rights worldwide related to tafasitamab to Incyte.
Monjuvi (tafasitamab-cxix) U.S. net product sales of US$ 6.4 million (€ 5.9 million) prior to the sale of tafasitamab to Incyte on February 5, 2024.
Minjuvi royalty revenue of € 0.6 million for sales outside of the U.S. prior the sale of tafasitamab to Incyte on February 5, 2024.
Since February 5, 2024, all research and development activities in connection with tafasitamab are in the responsibility of Incyte, and hence MorphoSys does no longer recognize research and development expenses from such activities.
Full Year 2024 Financial Guidance:
As a consequence of the sale and transfer of tafasitamab to Incyte on February 5, 2024, MorphoSys’ 2024 financial guidance published on January 30, 2024, cannot be maintained and therefore was revoked. For the time being, MorphoSys will no longer make a forecast for the gross margin or revenues from Monjuvi product sales, as no such revenues are expected to be realized this year.
For 2024, MorphoSys expects R&D expenses of € 170 million to € 185 million on a standalone basis. R&D expenses mainly represent our investments in the development of pelabresib and tulmimetostat. Selling, administrative and general expenses are expected to be between € 90 million and € 105 million on a standalone basis. Potential effects from the implementation of the Novartis takeover offer, including any first quarter 2024 related provisions and expenses associated with the change of control, are not included in this forecast. The overall forecast is subject to a number of uncertainties, including inflation and foreign currency effects.
Operational Outlook:
The following activity is planned for 2024:
Following the anticipated close of the proposed acquisition by Novartis in the first half of 2024, submit a New Drug Application for pelabresib in combination with ruxolitinib in myelofibrosis to the U.S. Food and Drug Administration (FDA) and a Marketing Authorization Application to the European Medicines Agency in the second half of 2024.
MorphoSys Group Key Figures (IFRS, end of the first quarter: March 31, 2024)
in € million Q1 2024 Q1 2023 Δ
Revenues 27.5 24.3 13 %
Royalties 27.0 20.9 29 %
Licenses, Milestones and Other 0.5 3.5 (86) %
Cost of Sales (2.8) (1.0) >100%
Gross Profit 24.7 23.3 6 %
Total Operating Expenses (289.1) (79.4) >100%
Research and Development (85.2) (65.4) 30 %
Selling (18.5) (3.4) >100%
General and Administrative (185.5) (10.6) >100%
Operating Profit / (Loss) (264.4) (56.1) >100%
Other Income 0.8 2.1 (62) %
Other Expenses (0.4) (1.8) (78) %
Finance Income 9.6 50.8 (81) %
Finance Expenses (56.8) (25.2) >100%
Income from Reversals of Impairment Losses / (Impairment Losses) on Financial Assets 0.1 0.5 (80) %
Share of Loss of Associates accounted for using the Equity Method (1.5) (2.5) (40) %
Income Tax Benefit / (Expenses) 1.6 0.0 n/a
Consolidated Net Profit / (Loss) from Continued Operations (311.0) (32.2) >100%
Consolidated Net Profit / (Loss) from Discontinued Operations (3.9) (12.2) (68) %
Earnings per Share, Basic and Diluted (in €) from continued operations (8.27) (0.94) >100%
Cash and other financial assets (end of period) 631.9 680.5 * (7) %
* Value as of December 31, 2023
Conference call
Due to the pending acquisition of MorphoSys by Novartis, MorphoSys will not be hosting its quarterly conference call and does not expect to do so in future quarters. Earnings materials are publicly available on the Investor Relations page of our website at www.morphosys.com/en/investors. Please direct any questions to MorphoSys Investor Relations using the contact information provided below.