I subsequently asked for more information on the board...

I subsequently asked for more information on the board deliberations, with a response as follows:

Detailed Breakdown of Board Meetings and Deliberations

Strategic Considerations

1. Assessment of Standalone Prospects:

   • The Board analyzed Morphic's future as an independent company. This included evaluating the company's financial projections, research and development pipeline, and market positioning.
   • Consideration of risks and challenges associated with remaining independent, such as market volatility, funding needs, and competitive pressures.

2. Exploration of Strategic Alternatives:

   • The Board considered various strategic alternatives to maximize shareholder value. These included potential partnerships, alliances, or other forms of transactions beyond an outright sale.
   • Evaluation of potential synergies with other companies, industry trends, and the broader market landscape to determine the best path forward.

3. Assessment of Acquisition Interest:

   • The Board reviewed interest from other potential acquirers. While Lilly's offer was the primary focus, the Board remained open to exploring offers from other interested parties.
   • Discussions around the feasibility and desirability of pursuing alternative acquisition proposals, and the potential for a competitive bidding process.

Financial Advisor Involvement

1. Selection of Financial Advisor:

   • The Board engaged a financial advisor to provide expert analysis and advice on the potential transaction with Lilly.
   • The financial advisor's role was to offer an independent assessment of the offer, provide financial analyses, and explore other strategic alternatives.

2. Financial Analyses and Valuation:

   • The financial advisor conducted comprehensive financial analyses, including discounted cash flow analyses, comparable company analyses, and precedent transaction analyses.
   • These analyses helped the Board understand the intrinsic value of Morphic and assess whether Lilly's offer was financially attractive.

3. Evaluation of Other Strategic Alternatives:

   • The financial advisor assisted in evaluating the feasibility and potential value of other strategic alternatives, including remaining independent or pursuing other transactions.
   • This included modeling different scenarios and assessing the potential financial outcomes for shareholders under each alternative.

Offer Evaluation

1. Multiple Board Meetings:

   • The Board held several meetings to discuss and evaluate the potential transaction with Lilly.
   • These meetings involved detailed presentations from the financial advisor, legal counsel, and management team.

2. Consideration of Financial and Market Factors:

   • The Board reviewed financial analyses provided by the financial advisor, including the impact of the offer on shareholder value.
   • Consideration of market conditions, including the competitive landscape, industry trends, and economic factors that could influence the company's future prospects.

3. Risk Assessment:

   • The Board assessed the risks associated with both accepting the offer and continuing as an independent company.
   • This included evaluating operational risks, financial risks, and market risks, as well as the potential impact on the company's strategic objectives.

4. Comprehensive Review and Deliberation:

   • The Board engaged in thorough discussions and deliberations, weighing the benefits and drawbacks of the offer.
   • Consideration of the timing and certainty of the transaction, including regulatory approval processes and the likelihood of closing the deal.

5. Final Decision:

   • After careful consideration of all factors, the Board concluded that the offer from Lilly was in the best interests of Morphic and its shareholders.
   • The Board unanimously recommended that shareholders accept the offer and tender their shares.

This detailed breakdown provides a comprehensive understanding of the Board's meetings and deliberations, strategic considerations, financial advisor involvement, and the evaluation of Lilly's offer.