On October 23, 2022 Sumitovant Biopharma Ltd. ("Sumitovant"), in conjunction with parent company Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma"), and Myovant Sciences ("Myovant") (NYSE: MYOV) reported that they have entered into a definitive agreement pursuant to which Sumitovant will acquire all outstanding shares of Myovant not already owned by Sumitovant for $27.00 per share in cash (Press release, Sumitovant Biopharma, OCT 23, 2022, View Source [SID1234622281]). This corresponds to a total transaction value of $1.7 billion on a fully diluted basis, and a total company value of $2.9 billion on a fully diluted basis. Sumitovant currently beneficially owns 52% of the issued and outstanding shares of Myovant as more particularly described in Sumitovant’s Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the "SEC").

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The purchase price represents a premium of approximately 50% to Myovant’s closing share price on September 30, 2022, the last day of trading prior to Sumitovant’s initial non-binding proposal, and a premium of approximately 55% to the 60-day volume weighted average price of Myovant’s shares through September 30, 2022. The agreement has been approved by the boards of Sumitovant and Sumitomo Pharma and unanimously recommended by a Special Committee of the independent directors of Myovant and, acting upon such recommendation, approved by its full board of directors with the Sumitovant designated directors recusing themselves and abstaining from the deliberations and vote.

"This transaction represents an industry-leading opportunity to combine unique expertise, platforms, and resources to successfully commercialize products in Myovant’s program and to accelerate development of a robust pipeline addressing patient needs in women’s health and prostate cancer," said Myrtle Potter, CEO of Sumitovant. "We look forward to harnessing the combined strength of our talented teams to bring needed therapies to patients sooner and are confident both Myovant and its employees will benefit from the greater resources Sumitovant can provide to further support business growth and career opportunities overall."

"Myovant’s two products, ORGOVYX and MYFEMBREE have substantial potential. We believe the combination of Sumitovant and Myovant will strengthen Myovant’s product capabilities and help continue to deliver innovative therapies addressing unmet patient needs in prostate cancer and women’s health," said Hiroshi Nomura, CEO of Sumitomo Pharma. "By making Myovant a wholly owned subsidiary of Sumitovant, we believe that we will be able to accelerate implementation of management strategies that make full use of cash flow generated by ORGOVYX and MYFEMBREE for sustained growth of the Sumitomo Pharma Group."

"We are pleased to have reached an agreement with Sumitovant and Sumitomo Pharma that recognizes the remarkable success Myovant has achieved," said David Marek, CEO of Myovant. "With the expertise and resources of Sumitovant to best support Myovant, and our employees, we can do more to expand the impact of our differentiated therapies, advance our clinical programs, and work to remove barriers to access quality care for the patients we serve."

"After careful consideration and consultation with our legal and financial advisors, the Special Committee believes that this transaction provides immediate and compelling value to Myovant’s minority shareholders, as well as positioning the Company for continued growth, and is in the best interest of Myovant and its shareholders," said Mark Guinan, Chairman of the Special Committee.

Transaction Details
The transaction is anticipated to close in the first quarter of 2023, subject to customary closing conditions, including obtaining the requisite regulatory approvals and approval by Myovant shareholders holding a majority of the outstanding shares not beneficially owned by Sumitovant and its affiliates. The transaction will be financed through a combination of cash on hand and external debt financing. A financing commitment has been received from Sumitomo Mitsui Banking Corporation. The transaction is not subject to a financing condition.

Upon completion of the transaction, Myovant will become a wholly owned subsidiary of Sumitovant and Myovant’s shares will no longer be listed on the New York Stock Exchange.

Advisors
J.P. Morgan Securities LLC is serving as financial advisor and Sullivan & Cromwell LLP is serving as legal counsel to Sumitovant and Sumitomo Pharma. Goldman Sachs & Co. LLC is serving as financial advisor to the Special Committee of the Board of Directors of Myovant and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee.