On October 2, 2022 Myovant Sciences Ltd. (NYSE: MYOV) (the "Company") reported that it has received a preliminary, non-binding proposal (the "Proposal") from Sumitovant Biopharma Ltd. ("Sumitovant") and Sumitomo Pharma Co., Ltd. (collectively with Sumitovant, "Sumitomo") to acquire the remaining shares of the Company that Sumitovant does not currently hold, for a price of $22.75 per share in cash. Sumitovant currently holds approximately 52% of the outstanding shares of the Company (Press release, Myovant Sciences, OCT 2, 2022, https://investors.myovant.com/news-releases/news-release-details/myovant-sciences-special-committee-board-confirms-receipt [SID1234621597]).
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The Company’s board of directors has formed a special committee of independent directors comprised of the members of the Audit Committee of the Company (the "Special Committee") to evaluate and consider the Proposal and any alternatives thereto, with the assistance of its financial and legal advisors. The Special Committee, in consultation with its financial and legal advisors, has carefully reviewed the Proposal and determined that it significantly undervalues the Company and, therefore, is not in the best interests of the Company or its minority shareholders. The Special Committee remains open to considering any improved proposal that reflects the full and fair value of the Company and is otherwise in the best interests of the Company and its shareholders, and is prepared to engage further with Sumitomo regarding any such proposal.
There can be no assurance as to whether an agreement relating to any proposed transaction will be reached or as to the terms thereof if an agreement is reached. The Company does not intend to comment further or disclose any developments regarding the Special Committee’s consideration of the Proposal unless and until it deems further disclosure is appropriate or required. The Company’s shareholders do not need to take any action at this time.
The Special Committee has retained Goldman Sachs & Co. LLC as its financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor to assist with its review of the Proposal and any alternatives thereto.