Sumitovant Biopharma Ltd. entered into a non-binding proposal to acquire remaining 47.83% stake in Myovant Sciences Ltd. (NYSE:MYOV) for $1.2 billion on October 2, 2022. As part of the proposal, Sumitovant will acquire the remaining shares of Myovant that Sumitovant does not currently hold, for a price of $22.75 per share in cash. Sumitovant Biopharma Ltd. entered into a definitive Agreement to acquire Myovant Sciences Ltd. (NYSE:MYOV) for $1.5 billion on October 23, 2022. Sumitovant Biopharma Ltd. will pay $27 per share. 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. Special general meeting of shareholders to vote on the merger with Sumitovant Biopharma is set to take place on March 1, 2023. 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. Myovant Sciences Ltd will pay to Parent a fee of $55.250 million termination fee. The transaction is not subject to a financing condition.

The transaction is subject to customary closing conditions, including obtaining the requisite regulatory approvals, HSR approval and approval by Myovant shareholders holding a majority of the outstanding shares not beneficially owned by Sumitovant and its affiliates. The merger agreement has been approved by the Board of Directors of Myovant Sciences Ltd based upon the unanimous recommendation of a special committee of independent directors comprised of the members of the Audit Committee of the Myovant Sciences Ltd's board. As of January 2, 2023, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?), expired expiration of the waiting period under the HSR Act satisfies one of the conditions to consummation of the merger. The transaction is anticipated to close in the first quarter of 2023.

B. Chase Wink, Trevor Allen, Stephen F. Arcano, Thomas W. Greenberg of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to special committee of the independent directors of Myovant Sciences Ltd. Goldman Sachs acted as financial advisor, fairness opinion and due diligence provider and American Stock Transfer & Trust of Myovant Sciences. J.P. Morgan Securities acted as financial advisor and due diligence provider and Alison S. Ressler, Marc Treviño, Tiffany D. Wooley, Keiji Hatano, David C. Spitzer, Nader A. Mousavi, Juan Rodriguez, Eric H. Queen, Bradley P. Smith and Matthew B. Goodman of Sullivan & Cromwell LLP acted as legal advisor to Sumitovant biopharma and its parent Sumitomo Pharma.