NEW
YORK and TOKYO,
Oct. 2,
2022 /PRNewswire/ -- Sumitovant Biopharma Ltd.
("Sumitovant"), in conjunction with parent company Sumitomo Pharma
Co., Ltd. ("Sumitomo Pharma"), announced today it has submitted a
non-binding proposal (the "Proposal") to the Audit Committee of the
Board of Directors (the "Audit Committee") of Myovant Sciences Ltd.
("Myovant") offering to acquire all outstanding shares of Myovant
not already owned by Sumitovant for $22.75 per share in cash. The proposed
transaction, if completed, would result in Myovant being delisted
from the New York Stock Exchange (NYSE).
The proposed acquisition consideration represents an equity
value for Myovant of $2.4 billion and
an enterprise value of $2.5 billion.
The proposed per share consideration represents a premium of
approximately 27% to Myovant's closing share price on September 30, 2022, and a premium of
approximately 31% to the 60-day volume weighted average price of
Myovant's shares through September
30, 2022.
The Proposal is a natural step in the well-established
relationship between Sumitovant and Myovant, and represents an
unprecedented opportunity to combine expertise, platforms, and
resources to deliver innovative therapies addressing unmet patient
needs in women's health and prostate cancer. Sumitovant and
Sumitomo Pharma have been impressed with the culture and
significant accomplishments of Myovant's employees. If a
transaction is completed, we will continue to provide support and
resources to Myovant to enable achievement of its mission to
redefine care for the patients they so passionately serve.
Since the investment in Myovant in December 2019, both Sumitovant and Sumitomo
Pharma have enjoyed a collaborative and successful relationship
with Myovant that has facilitated the continued development and
commercialization of Orgovyx® and Myfembree®
in prostate cancer and women's health in and outside of the U.S.
Further, Sumitovant and Sumitomo Pharma believe that the Proposal
is financially compelling and will create significant and immediate
value for Myovant's shareholders.
The Proposal provides that the proposed transaction will be
subject to the approval of the shareholders of Myovant holding a
majority of the shares not owned by Sumitovant.
In addition, Sumitovant and Sumitomo Pharma informed the Audit
Committee in the Proposal that, in Sumitovant's capacity as a
majority shareholder in Myovant, Sumitovant and Sumitomo Pharma are
interested only in acquiring the shares of Myovant not already
owned by Sumitovant and that in such capacity, Sumitovant has no
interest in selling any of the Myovant shares it owns, nor would
Sumitovant support any alternative sale, merger, or similar
transaction involving Myovant.
The Proposal does not create any binding legal obligation
between Sumitovant or Sumitomo Pharma and Myovant. Neither
Sumitovant, Sumitomo Pharma nor Myovant will have any obligation or
liability to the other with respect to a transaction unless and
until definitive transaction documents are executed and delivered
by the parties.
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.
About Sumitovant Biopharma Ltd.
Sumitovant is a
technology-driven biopharmaceutical company accelerating
development and commercialization of new potential therapies for
patients with rare conditions and other diseases. Through our
proprietary computing and data platforms, scientific expertise and
diverse company portfolio, Sumitovant has supported development of
multiple FDA-approved products and a robust pipeline of early-
through late-stage investigational assets addressing unmet patient
needs in pediatrics, urology, oncology, women's health, specialty
respiratory and infectious diseases. Sumitovant is a wholly owned
subsidiary of Sumitomo Pharma. Please visit our website
www.sumitovant.com for more information on Sumitovant and our
portfolio.
About Sumitomo Pharma Co., Ltd.
Sumitomo Pharma is
among the top-ten listed pharmaceutical companies in Japan,
operating globally in major pharmaceutical markets,
including Japan, the U.S., China, and other Asian
countries with about 7,000 employees worldwide. Sumitomo
Pharma defines its corporate mission as "To broadly contribute to
society through value creation based on innovative research and
development activities for the betterment of healthcare and fuller
lives of people worldwide." Additional information about Sumitomo
Pharma is available through its corporate website
at https://www.sumitomo-pharma.com.
Forward Looking Statements
This press release contains
statements regarding the proposed transaction that may be deemed to
be "forward-looking statements" within the meaning of applicable
securities laws and Sumitovant and Sumitomo Pharma may make related
oral, forward-looking statements on or following the date hereof.
Forward-looking statements, by their nature, are subject to a
variety of inherent risks and uncertainties that could cause actual
results to differ materially from the results projected. Many of
these risks and uncertainties cannot be controlled by Sumitovant
and Sumitomo Pharma and include the possibility that discussions
with the Audit Committee may not be successful and the possibility
that the proposed transaction may not be entered into or completed
on the terms described in this press release or at all, including
as a result of changes in the business or prospects of Myovant. Any
forward-looking statements in this press release are made only as
of the date of this press release. Neither Sumitovant nor Sumitomo
Pharma assumes any obligation to publicly update any
forward-looking statements except as required by law. No
information contained on any website referenced in this press
release is incorporated by reference herein.
Additional Information and Where to Find It
AN
AGREEMENT IN RESPECT OF THE PROPOSED TRANSACTION DESCRIBED IN THIS
PRESS RELEASE HAS NOT YET BEEN EXECUTED, AND THIS PRESS RELEASE IS
NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY
SECURITIES. ANY SOLICITATION OR OFFER WILL ONLY BE MADE
THROUGH MATERIALS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. IF AN AGREEMENT IN RESPECT OF A PROPOSED
TRANSACTION IS EXECUTED, EACH STOCKHOLDER OF MYOVANT SHOULD READ
THESE MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. ONCE
A FILING IS MADE, SHAREHOLDERS OF MYOVANT CAN OBTAIN SUCH MATERIALS
(WHEN AVAILABLE) FREE OF CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV.
Media / IR Contacts:
Sumitovant Biopharma Ltd.
Maya
Frutiger
VP, Head of Corporate Communications
media@sumitovant.com
Sumitomo Pharma Co., Ltd.
Corporate Communications
TEL: +81-6-6203-1407 (Osaka);
+81-3-5205-3725 (Tokyo)
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SOURCE Sumitovant Biopharma Ltd.