Eli Lilly acquiring Morphic Therapeutic timeline

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On December 30, 2020, the Company entered into a standard confidentiality agreement with Lilly, which agreement was entered into in connection with general business development discussions. This agreement was subsequently amended from time to time to extend the term of the agreement. The Company and Lilly also amended the agreement on August 24, 2023 to include a standstill provision restricting the accumulation of Company stock and prohibiting Lilly from taking certain other actions (which standstill would expire upon entry into an acquisition agreement with a third party and other customary termination events, and which did not include a “don’t ask/don’t waive” clause). The Company also entered into a confidentiality agreement with another large pharmaceutical company, referred to as Company A, on June 16, 2022, which agreement was amended on August 23, 2022, as well as another confidentiality agreement with Company A on January 5, 2024, each of which was entered into in connection with general business development discussions and none of which contained a standstill provision. The Company entered into a confidentiality agreement with another large pharmaceutical company, referred to as Company B, on November 18, 2021, which was amended on each of April 19, 2022 and May 12, 2022, and which also did not contain a standstill provision. From time to time, in 2023 and early 2024, representatives of the Company met with representatives of Lilly and, in early 2024, representatives of Company A, Company B and other pharmaceutical companies to discuss the Company’s clinical programs and product candidates, and the possibility of a collaboration.

In addition, from time to time, the Board has discussed the Company’s strategic alternatives, and representatives of Centerview Partners LLC (“Centerview”) have, from time to time, attended meetings of the Board and reviewed the strategic landscape in the biopharmaceutical industry. Representatives of Centerview attended these meetings by invitation of the Board in view of their experience and reputation in the life sciences industry. From time to time, the Company has also utilized other advisory firms, including Evercore L.L.C. (“Evercore”), to advise it with respect to strategic and other matters.

On September 7, 2023, representatives of Lilly met with Bruce Rogers, the Company’s President, Marc Schegerin, the Company’s Chief Financial Officer and Chief Operating Officer, Aaron Pelta, the Company’s Senior Vice President of Corporate Business Development, Brihad Abhyankar, the Company’s Senior Vice President, Clinical Development, and Kathryn Vincett Patrican, the Company’s Director, Business Development and Investor Relations, who reviewed the Company’s clinical programs.

On January 9, 2024, the same members of the Company’s management as attended the September 7, 2023 meeting, joined by Praveen Tipirneni, the Company’s Chief Executive Officer, and Blaise Lippa, the Company’s Chief Scientific Officer, met with representatives of Lilly (including Lilly representatives who had not attended the September 7, 2023 meeting) to further discuss the Company’s clinical programs.

On April 2, 2024, representatives of Lilly contacted Dr. Schegerin to indicate that Lilly was interested in exploring a strategic transaction with the Company, and the representatives of Lilly requested certain due diligence information.

On April 23, 2024, representatives of Lilly met with members of the Company’s senior management, including Dr. Tipirneni, Dr. Rogers, Dr. Schegerin, Mr. Pelta, Simon Cooper, the Company’s Chief Medical Officer, Joanne Gibbons, the Company’s Senior Vice President, Regulatory Affairs, Dr. Abhyankar and Ms. Patrican. The members of Company senior management provided the representatives of Lilly with an overview of the Company’s business, clinical programs, MORF-057, and market opportunities. Also on April 23, 2024, the Company and Lilly again amended the confidentiality agreement between the parties to further extend the length of the standstill period (preserving the termination provisions and the absence of a “don’t ask/don’t waive” provision).

On April 29, 2024, a representative of Lilly spoke with Dr. Tipirneni and Dr. Schegerin and informed them that Lilly planned to deliver an acquisition proposal to the Company. Later that day, Lilly sent the Company a written indication of interest proposing an acquisition of all outstanding equity of the Company at a price of $46.00 per share in cash (the “April 29 Proposal”). The April 29 Proposal noted that this price represented a 64% premium to the closing price of the Company’s common stock on April 26, 2024 and a 50% premium to the 30-day volume weighted average trading price (“VWAP”) as of that day. The April 29 Proposal stated that it was not subject to any financing contingency. The April 29 Proposal also stated that Lilly expected to complete its due diligence expeditiously, in parallel with negotiation of a definitive agreement. The April 29 Proposal did not include any request for exclusivity.

On April 30, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick & West LLP (“Fenwick”), the Company’s outside corporate counsel, present, at which the Board discussed the April 29 Proposal and considered the response to Lilly. Dr. Nanda, a member of the Board who is an employee of Lilly, did not participate in this Board meeting nor did she participate in any other Board meetings or deliberations, or receive materials provided to the Board, regarding the Lilly proposal or the related strategic process. A representative of Fenwick reviewed the fiduciary duties of the Board in the context of considering a potential strategic transaction involving a sale of the Company and the Board’s role in overseeing a strategic transaction process. A representative of Centerview discussed the April 29 Proposal, and Lilly’s strategic transaction history. The Board and representatives of Centerview then further discussed the value represented by Lilly’s proposal, as well as potential responses to Lilly and potential outreach to other parties to ascertain their potential interest in making a proposal to acquire the Company. Following this discussion, the Board directed Dr. Tipirneni to inform Lilly that its proposal did not represent sufficient value for the Company to transact, but that if Lilly so requested, Lilly would be permitted to conduct additional limited due diligence in order to inform a potential improved proposal.

On May 1, 2024, as directed by the Board, Dr. Tipirneni and Dr. Schegerin spoke with representatives of Lilly and informed them that Lilly’s proposal did not represent sufficient value for the Company to transact. The representatives of the Company suggested that Lilly be permitted to conduct additional limited due diligence to inform its decision as to whether it would be willing to increase its proposed price, and Dr. Tipirneni confirmed that the Company would be willing to provide such limited additional due diligence.

On May 3, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick present. Dr. Tipirneni reviewed his May 1 communication with representatives of Lilly. The Board and the Company’s senior management then discussed the Company’s current strategic positioning, and the potential benefits and risks of an acquisition transaction at this time, prior to the receipt of results of its Phase 2b clinical trials of MORF-057. The Board also discussed the risks and opportunities faced by the Company as an independent company, including the competitive landscape in the indications in which MORF-057 would compete and the capital required to execute the Company’s strategic plan. The Board and senior management then discussed risks related to the Company’s clinical trials and the regulatory approval process, as well as the Company’s ability to commercialize MORF-057 on a standalone basis. In addition, the Board and senior management discussed the Company’s preclinical programs. The Board, senior management and representatives of Centerview then discussed the potential that other parties might be interested in exploring an acquisition of the Company and whether to contact one or more other companies, including those that had previously expressed interest in the Company (including Company A and Company B), as well as such parties’ likely interest and ability to complete a transaction with the Company. The Board, senior management and representatives of Centerview also discussed the potential incremental risk of a leak with each party contacted, and the potential resulting disruption to the Company from such a leak. Following this discussion, the Board directed Centerview to contact two large pharmaceutical companies – Company A and Company B – that the Board believed were the pharmaceutical companies other than Lilly that were most likely to be interested in an acquisition of the Company based on their product strategies and the Board’s assessment of their ability to complete such a transaction. The Board also directed Centerview to inform each of Company A and Company B that the Company had received an acquisition proposal that the Board was considering and to inquire as to whether Company A and Company B might be interested in making a proposal to acquire the Company.

Later on May 3, 2024, as directed by the Board, a representative of Centerview contacted representatives of Company A and Company B and informed each of them that the Company had received an acquisition proposal and inquired whether Company A and Company B would be interested in making a proposal to acquire the Company.

On May 6, 2024, a representative of Company A contacted a representative of Centerview and indicated that Company A was not prepared to make an acquisition proposal at this time and that Company A had a preference for a MORF-057 commercial partnership with the Company. Company B did not respond substantively to Centerview’s outreach at this time.

On May 7, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick present. At the meeting, representatives of Centerview presented Centerview’s preliminary financial analysis of Lilly’s proposal, which analysis was based on a proposed long-range financial forecast of the Company’s operating results through 2047 (the “Projections” ). The Projections had previously been prepared by the Company’s management in the ordinary course of the Company’s business for purposes of strategic planning. The Board and members of senior management discussed the Projections and the assumptions on which they were based, as well as the opportunities and risks faced by the Company as an independent company. In addition, the Board and representatives of Centerview discussed the potential for use of a contingent value right as a means of increasing the value payable to stockholders in a potential transaction. The Board then discussed the response from Company A and the lack of a substantive response from Company B, and considered whether there were additional parties that would potentially have the strategic interest and ability to acquire the Company that should be contacted, the likelihood that any such parties would make a proposal, and the potential risk of a leak that could result from such an outreach. After discussion, the Board determined not to contact other parties at this time and confirmed its belief that Lilly, Company A and Company B were the parties most likely to be interested in acquiring the Company based on their product strategies and, in the Board’s judgment, their perceived ability to complete such a transaction.

On May 7, 2024, Lilly provided the Company with a list of priority due diligence questions, and from May 9, 2024 through May 16, 2024, the Company provided responses to these questions and began providing Lilly with due diligence information regarding MORF-057 and the Company’s clinical programs through an online data room.

On May 13, 2024, a representative of Company B informed a representative of Centerview that it was interested in receiving a presentation from the Company’s senior management on the Company’s business, product candidates and clinical programs.

On May 17, 2024, representatives of Citigroup Global Markets Inc. (“Citi”), Lilly’s financial advisor, provided representatives of Centerview with a list of additional due diligence requests.

On May 19, 2024, in connection with an industry conference, Dr. Rogers, Dr. Cooper and Mr. Pelta met for dinner with representatives of Lilly and further discussed the Company’s clinical programs and product candidates.

On May 21, 2024, representatives of Centerview spoke with representatives of Citi regarding the scope of additional due diligence.

On May 22, 2024, Dr. Tipirneni spoke with a representative of Lilly, who indicated that Lilly had received the information it required to provide a revised proposal.

On May 28, 2024, a representative of Lilly spoke with Dr. Tipirneni and Dr. Schegerin and informed them that Lilly planned to deliver a revised acquisition proposal to the Company, providing for a price of $50.00 per share. Later on May 28, 2024, Lilly sent to the Company a revised written indication of interest proposing an acquisition of all outstanding equity of the Company at a price of $50.00 per share in cash (the “May 28 Proposal”). The May 28 Proposal noted that this price represented a 62% premium to the closing price of the Company’s common stock on May 24, 2024 and a 72% premium to the 30-day VWAP as of that day. The May 28 Proposal stated that it was not subject to any financing contingency and that Lilly expected to complete its due diligence expeditiously and in parallel with negotiation of a definitive agreement. The May 28 Proposal included a request for additional due diligence information. The May 28 Proposal did not include any request for exclusivity.

On May 29, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick present. At the meeting, representatives of Centerview reviewed the May 28 Proposal and Lilly’s request for additional due diligence information. Representatives of Centerview then reviewed, and the Board discussed, a preliminary financial analysis of the May 28 Proposal based on the Projections. The Board then discussed its response to Lilly, including whether to require Lilly to bid further without making a counterproposal or to provide Lilly with a counterproposal. The Board directed Company management and Centerview to provide a counterproposal and indicate to Lilly that the Company was prepared to provide the additional due diligence information requested by Lilly in order to support Lilly increasing its proposal to a price of at least $60.00 per share in cash.

Later on May 29, 2024, as directed by the Board, a representative of Centerview spoke with and informed a representative of Citi that the Board would be willing to provide certain additional due diligence information in order to support Lilly increasing its proposal to at least $60.00 per share in cash.

On June 1, 2024, a representative of Citi spoke with a representative of Centerview to discuss the scope of additional due diligence information to be provided by the Company, and expressed Lilly’s willingness to consider increasing its proposed price per share following evaluation of that information, noting that increasing its proposal to $60.00 was a high bar.

On June 3, 2024, the Company entered into a confidentiality agreement with Company B due to the Company’s prior confidentiality agreement with Company B having expired pursuant to its terms, which did not include a standstill provision or a “don’t ask/don’t waive” provision. Also on June 3, 2024, Dr. Tipirneni, Dr. Rogers, Dr. Schegerin, Mr. Pelta, Dr. Cooper and Ms. Patrican met with representatives of Company B and provided an overview of the Company’s business, product candidates, clinical programs and preclinical pipeline.

Also on June 3, 2024, Mr. Pelta and Ms. Patrican met with representatives of Lilly and discussed the due diligence process.

On June 12, 2024, members of the Company’s management, including Dr. Rogers, Dr. Nguyen, Mr. Pelta and Ms. Patrican, met with representatives of Lilly and discussed chemistry, manufacturing, and controls regarding the Company’s product candidates and clinical programs. On June 13, 2024, members of the Company’s management, including Dr. Rogers, Mr. Pelta, Ms. Patrican, Dr. Cooper, Dr. Abhyankar and Ms. Gibbons, met with representatives of Lilly and discussed clinical and regulatory matters.

On June 19, 2024, Dr. Tipirneni, Dr. Rogers, Dr. Schegerin, Dr. Cooper, Mr. Pelta and Ms. Patrican met with representatives of Lilly and discussed the Company’s clinical trials. Later on June 19, 2024, the Company provided additional due diligence information to Lilly in the online data room.

On June 21, 2024, representatives of Lilly spoke with Dr. Tipirneni and Dr. Schegerin and informed them that Lilly planned to deliver a revised proposal to acquire all outstanding Company equity at a price of $53.00 per share in cash. Later on June 21, 2024, Lilly sent the Company a revised written indication of interest proposing an acquisition of all outstanding Company equity at a price of $53.00 per share in cash (the “June 21 Proposal”). The June 21 Proposal noted that this price represented a 93% premium to the closing price of the Company’s common stock on June 20, 2024 and a 79% premium to the 30-day VWAP as of that day. The June 21 Proposal, consistent with Lilly’s prior proposals, stated that it was not subject to any financing contingency and that Lilly expected to complete its due diligence expeditiously and in parallel with negotiation of a definitive agreement. The June 21 Proposal also included a request for the execution of customary agreements committing to vote or tender shares in favor of the proposed transaction by certain of the Company’s stockholders. The June 21 Proposal did not include any request for exclusivity.

On June 23, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick present. At the meeting, representatives of Centerview reviewed the June 21 Proposal, and then reviewed a preliminary financial analysis of the June 21 Proposal, based on the Projections. The Board discussed the response to Lilly, and directed Company management and Centerview to inform Lilly that the Board was continuing to seek a value of $60.00 per share.

Later on June 23, 2024, as directed by the Board, a representative of Centerview spoke with a representative of Citi and informed the representative of Citi that the Board would be willing to proceed with a transaction at a valuation of $60.00 per share.

On June 24, 2024, Dr. Tipirneni spoke with a representative of Company A at an industry conference, and the representative of Company A informed Dr. Tipirneni that it continued to be unlikely that Company A would be interested in discussing an acquisition of the Company at this time.

Also on June 24, 2024, a representative of Centerview spoke with a representative of Company B at an industry conference, and the representative of Company B indicated that Company B was not prepared to make an acquisition proposal at this time.

Also on June 24, 2024, a representative of Citi spoke with a representative of Centerview and informed the representative of Centerview that Lilly would be willing to proceed at a price of $57.00 per share (the “June 24 Proposal”), and that Lilly did not have flexibility above this price. The representative of Centerview inquired as to whether Lilly would be able to provide Company stockholders with a contingent value right based on the results of the Company’s MORF-57 clinical trials or the achievement of regulatory and commercial milestones, and the representative of Citi responded that, while Lilly had considered an offer including a contingent value right, it determined to propose an all-upfront cash offer and that Lilly was not willing to add a contingent value right to its proposal. The representative of Citi then informed the representative of Centerview that, in consideration of its increased price proposal, Lilly would require the Company to agree to negotiate with Lilly on an exclusive basis through July 15, 2024.

Later on June 24, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick present. At the meeting, representatives of Centerview reviewed the June 24 Proposal, including Lilly’s request for exclusivity, and Dr. Tipirneni described his discussion with the representative of Company A. The Board also noted that Company B had communicated that it would not be pursuing a potential acquisition of the Company at this time. The Board and representatives of Centerview then discussed the June 24 Proposal and Lilly’s request for an exclusive period of negotiations through July 15, 2024, and whether this period could potentially be shortened in view of the due diligence already conducted by Lilly. Following discussion, the Board directed representatives of Centerview to inform Lilly that the Board would be willing to proceed to a potential transaction at the $57.00 price per share and that the Company would agree to negotiate with Lilly on an exclusive basis but for a shorter period of exclusivity than Lilly’s proposed date of July 15, 2024. The Board also directed the Company’s senior management to provide corporate due diligence information to Lilly and its advisors, and directed representatives of Fenwick to provide Lilly’s counsel with a form of merger agreement and tender and support agreement.

Later on June 24, 2024, as directed by the Board, a representative of Centerview informed a representative of Citi that the Company would be willing to proceed at a price of $57.00 per share, and that the Company would agree to negotiate with Lilly on an exclusive basis through a shorter period. The representatives of Centerview, at the direction of the Board, and Citi, at the direction of Lilly, agreed to an exclusivity period ending on July 11, 2024 (rather than through July 15, 2024 as had previously been requested by Lilly).

Also on June 24, 2024, representatives of Fenwick spoke with representatives of Kirkland & Ellis LLP, Lilly’s outside counsel (“Kirkland”), and sent Kirkland a draft Merger Agreement, which contemplated that the transaction would be structured as a tender offer for all outstanding shares of the Company’s common stock, followed by a merger under Section 251(h) of the DGCL of the Company into a Lilly subsidiary, with the Company surviving the merger, and proposed, among other terms, a termination fee equal to 2.5% of the equity value of the transaction to be payable by the Company to Lilly in the event the Company terminated the Merger Agreement to accept a superior proposal or upon certain other customary termination events. Also on June 24, 2024, Kirkland sent to Fenwick a draft exclusivity agreement providing for an exclusivity period ending on July 15, 2024.

On June 25, 2024, Fenwick sent to Kirkland a revised version of the exclusivity agreement providing for, among other customary provisions, an exclusivity period ending on July 11, 2024. Later that day, the parties finalized and executed the exclusivity agreement providing for an exclusivity period ending on July 11, 2024.

Also on June 25, 2024, the Company provided Lilly and its advisors with access to an expanded online data room, and representatives of Fenwick provided Kirkland with a draft Tender and Support Agreement to be entered into by certain Company stockholders committing to tender their Shares into the tender offer and which contained certain other customary provisions.

On June 27, 2024, Kirkland provided Fenwick with revised drafts of the Merger Agreement and Tender and Support Agreement. The revised draft of the Merger Agreement proposed a number of changes to the draft previously circulated by Fenwick, including changes to the definition of “Company Material Adverse Effect,” removing Lilly’s obligation to commit to any divestitures or other actions if required in order to obtain United States regulatory clearance, and increasing the amount of the termination fee payable by the Company if it terminated the Merger Agreement to accept a superior proposal to 4.25% of the equity value of the transaction.

On June 28, 2024, representatives of Fenwick discussed the revised draft of the Merger Agreement with representatives of the Company’s senior management and Centerview.

Also on June 28, 2024, Dr. Rogers, Dr. Lippa and Mr. Pelta met with representatives of Lilly and discussed the Company’s preclinical pipeline.

Between June 28, 2024 and July 2, 2024, members of the Company’s management held various diligence calls with representatives of Lilly, including with respect to information technology, intellectual property and contract matters, certain of which were attended by representatives of Fenwick.

On June 29, 2024, representatives of Fenwick and Kirkland discussed certain issues in the Merger Agreement, and, following that discussion, Fenwick sent Kirkland revised drafts of the Merger Agreement and Tender and Support Agreement. The revised draft of the Merger Agreement, among other things, made revisions to the definition of “Company Material Adverse Effect” and decreased the amount of the termination fee payable by the Company if it terminated the Merger Agreement to accept a superior proposal to 3.0% of the equity value of the transaction.

On June 30, 2024, Fenwick provided Kirkland with a draft of the disclosure schedules to the Merger Agreement, and, from July 1, 2024 through July 6, 2024, representatives of Fenwick and Kirkland exchanged revised drafts of these disclosure schedules.

On July 1, 2024, representatives of Fenwick and Kirkland discussed unresolved issues in the Merger Agreement. Following this discussion, on July 1, 2024, Kirkland sent to Fenwick a revised draft of the Merger Agreement which, among other terms, provided for a termination fee equal to 4.0% of the equity value of the transaction.

On July 2, 2024, representatives of Fenwick and Kirkland again discussed the remaining unresolved issues in the Merger Agreement, and Fenwick sent to Kirkland a further revised draft of the Merger Agreement, which, among other terms, provided for a termination fee equal to 3.3% of the equity value of the transaction.

On July 3, 2024, representatives of Fenwick and Kirkland discussed the remaining unresolved issues in the Merger Agreement, and thereafter Fenwick provided Kirkland with a revised draft of the Merger Agreement that reflected the resolution of these issues, including, among other terms, a termination fee equal to $118.00 million (representing approximately 3.7% of the equity value of the transaction).

Also on July 3, 2024, representatives of the Company received a letter from Centerview disclosing its relationships with Lilly and its affiliates.

On July 4, 2024, the Board authorized the Company’s execution of engagement agreements with Centerview to serve as the Company’s financial advisor, and with Evercore to serve as the Company’s advisor, on the terms presented to the Board, and on July 5, 2024, the Company entered into separate engagement agreements with Centerview and Evercore, respectively.

On July 5, 2024, Evercore provided the Company with a letter disclosing its relationships with Lilly, a copy of which was distributed to the members of the Board.

On July 7, 2024, the Board held a meeting, with members of the Company’s senior management and representatives of Centerview and Fenwick present. The Company’s management and representatives of Centerview discussed Lilly’s completion of its due diligence over the preceding week. Representatives of Fenwick discussed the fiduciary duties of the Board in considering the Transactions, and reviewed the terms of the Merger Agreement, the final execution version of which (together with the final versions of the Disclosure Schedules and the Tender and Support Agreements) had been previously distributed to the members of the Board, including the transaction structure, closing conditions, definition of “Company Material Adverse Effect,” fiduciary “deal protection” provisions, including the Company’s ability to respond to an unsolicited superior proposal and terminate the Merger Agreement to accept a superior proposal, the size of the termination fee payable by the Company if it terminated the Merger Agreement to accept a superior proposal, regulatory provisions, provisions regarding employees, and interim operating covenants. The Board formally approved the use by Centerview of the Projections for purposes of its financial analysis of the Merger. The Board then discussed the Transactions and noted that the Offer Price and Merger Consideration represented a 79% premium to the trading price at which the Shares closed on July 5, 2024 and an 87% premium to the 30-day VWAP of the Shares as of July 5, 2024. A representative of Fenwick noted that Centerview had provided the Company with a letter disclosing its relationships with Lilly and its affiliates, a copy of which had been distributed to the members of the Board, and which indicated that since January 1, 2022, Centerview had not been engaged on a fee-paying basis to provide financial advisory services to Lilly. Representatives of Centerview then reviewed with the Board its financial analysis of the Offer Price and Merger Consideration, and rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Offer Price and the Merger Consideration to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the Merger Agreement were fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see the section entitled “ —Opinion of Centerview Partners LLC.” The written opinion delivered by Centerview to the Board is attached to this Schedule 14D-9 as Annex A and is incorporated herein by reference. Following additional discussion and consideration of the Merger Agreement and the Merger and the other Transactions, the Board determined that the Offer, the Merger and the other Transactions were fair to and in the best interests of the Company and its stockholders, approved and declared advisable the Merger and the execution, delivery and performance by the Company of the Merger and the consummation of the Transactions, resolved that the Merger Agreement and the Merger would be governed by and effected under Section 251(h) of the DGCL and that the Merger would be consummated as soon as practicable following the Offer Acceptance Time, and subject to the other terms and conditions of the Merger Agreement, resolved to recommend that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer. As noted above, Dr. Nanda did not participate in this Board meeting, and the Board’s determinations and approval were otherwise unanimous.

Following the Board meeting on July 7, 2024, the Company, Lilly and Purchaser executed the Merger Agreement, and Lilly, Purchaser and each Supporting Stockholder executed the Tender and Support Agreements.

Before the opening of trading on July 8, 2024, the Company and Lilly issued a joint press release announcing the execution of the Merger Agreement and the Tender and Support Agreements.

On July 19, 2024, Purchaser commenced the Offer and the Company filed this Schedule 14D-9. As of such date, and throughout the transaction discussions between Lilly and the Company, neither Lilly nor Purchaser had any discussions with, or made any offer to, any individual Company director or officer regarding post-Closing employment with Lilly.

https://investor.lilly.com/news-releases/news-release-details/lilly-completes-acquisition-morphic-improve-outcomes-and-expand

https://www.sec.gov/Archives/edgar/data/1679363/000119312524181273/d857689dsc14d9.htm