This filing relates solely to preliminary communications made before the commencement of a
tender offer by MorphoSys Development Inc., a Delaware corporation (Purchaser) and an indirect wholly owned subsidiary of MorphoSys AG, a German stock corporation (Aktiengesellschaft) (MorphoSys), to
acquire all of the outstanding shares of common stock of Constellation Pharmaceuticals, Inc., a Delaware corporation (Constellation), at a price of $34.00 per share, net to the seller in cash, without interest, pursuant to an
Agreement and Plan of Merger, dated June 2, 2021, among Constellation, MorphoSys and Purchaser.
Forward-Looking Statements
This document contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, related to
MorphoSys, Constellation and the acquisition of Constellation by MorphoSys (the Transaction) that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management team. Forward-looking statements include, without limitation,
statements regarding the Transaction and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies businesses, including, without limitation, the ability of MorphoSys to advance
Constellations product pipeline, including pelabresib (CPI-0610) and CPI-0209, FSI-174 and
FSI-189; regulatory approval of pelabresib (CPI-0610) and CPI-0209 on a timely basis; the anticipated timing of clinical data;
the possibility of unfavorable results from clinical trials; filings and approvals relating to the Transaction; the expected timing of the completion of the Transaction; the expected plans for financing the Transaction (including the strategic
partnership and financing collaboration with Royalty Pharma); the ability to complete the Transaction considering the various closing conditions; difficulties or unanticipated expenses in connection with integrating the companies; and any
assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these
forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by
forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Constellations stockholders will tender their stock in the offer; the possibility that competing offers will be
made; the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction; the effects of
the Transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; other business
effects, including the effects of industry, economic or political conditions outside of the companies control; Transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the
parties periodic reports filed with the U.S. Securities and Exchange Commission (the SEC), including current reports on Form 8-K, quarterly reports on Form
10-Q, annual reports on Form 10-K, Form 20-F, and Form 6-K as well as the Schedule 14D-9 to be filed by Constellation and the Schedule TO and related tender offer documents to be filed by MorphoSys and MorphoSys Development, Inc., an indirect wholly owned subsidiary of MorphoSys. All
forward-looking statements are based on information currently available to MorphoSys and Constellation, and MorphoSys and Constellation assume no obligation and disclaim any intent to update any such forward-looking statements.
Additional Information and Where to Find It
The tender offer described in this document has not yet commenced. This document is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares of Constellation Pharmaceuticals Inc. (Constellation), nor is it a substitute for any tender offer materials that MorphoSys AG (MorphoSys), or Constellation
will file with the SEC. A solicitation and an offer to buy shares of Constellation will be made only pursuant to an offer to purchase and related materials that MorphoSys intends to file with the SEC. At the time the tender offer is commenced,
MorphoSys will file a Tender Offer Statement on Schedule TO with the SEC, and Constellation will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
CONSTELLATIONS STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH