Item 2.01 Completion of Acquisition or Disposition of Assets.
Completion of the Merger
The information set forth in the Introductory Note and in Items 3.03, 5.01,
5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time") on March 10, 2023: (i) each Common Share issued and
outstanding immediately prior to the Effective Time (other than Excluded Shares
(as defined below), Sumitovant Owned Shares (as defined below) and Dissenting
Shares (as defined below)) was cancelled and converted into the right to receive
$27.00 per share in cash, without interest and less any applicable withholding
taxes (the "Per Share Merger Consideration"); (ii) any Common Share owned by
Myovant or any direct or indirect wholly owned subsidiary of Myovant (each, an
"Excluded Share") as of immediately prior to the Effective Time was cancelled,
was no longer outstanding and automatically ceased to exist and no consideration
was delivered in exchange therefor; (iii) each Common Share that was
beneficially owned by Sumitovant as of immediately prior to the Effective Time
(each, a "Sumitovant Owned Share") remained outstanding and constituted a fully
paid and nonassessable common share of the Surviving Company; (iv) each Common
Share held by a holder who, as of the Effective Time, did not vote in favor of
the Merger and complied with certain procedures specified in the Merger
Agreement (each, a "Dissenting Share"), was automatically cancelled and the
holder thereof will have the right to receive the Per Share Merger Consideration
and, in the event that the fair value of a Dissenting Share as appraised by the
Supreme Court of Bermuda is greater than the Per Share Merger Consideration, the
difference between such appraised fair value and the Per Share Merger
Consideration; and (v) each common share, par value $0.000017727 per share, of
Merger Sub issued and outstanding immediately prior to the Effective Time
remained outstanding and constituted a fully paid and nonassessable common share
of the Surviving Company.
In addition, immediately prior to the Effective Time, each Myovant equity award
was generally cancelled and converted into the right to receive an amount in
cash (without interest and less any applicable withholding taxes) as follows:
(i) each option to purchase Common Shares that was outstanding and unexercised
immediately prior to the Effective Time, whether vested or unvested, and that
had an exercise price per Common Share that was less than the Per Share Merger
Consideration, was cancelled and converted into the right to receive a cash
payment for each Common Share subject to such option equal to the difference
between the Per Share Merger Consideration and the per share exercise price of
such option; provided that each option to purchase Common Shares that was
outstanding and unexercised immediately prior to the Effective Time, whether
vested or unvested, and that had an exercise price per Common Share that was
equal to or greater than the Per Share Merger Consideration was cancelled
without payment; (ii) each then-outstanding time-based restricted share unit
(each, a "Myovant RSU"), except for certain Myovant RSUs granted to
non-executive directors as described in clause (iii) that had not been settled
in Common Shares prior to the Effective Time, was cancelled and converted into
the right to receive, in respect of each such Myovant RSU, a cash payment equal
to the Per Share Merger Consideration multiplied by the number of Common Shares
subject to such Myovant RSU immediately prior to the Effective Time; (iii) each
Myovant RSU that was granted on October 26, 2022 to certain non-executive
directors vested pro-rata in accordance with their terms was cancelled and
converted into the right to receive, in respect of each such vested Myovant RSU,
a cash payment equal to the Per Share Merger Consideration multiplied by the
number of Common Shares subject to such vested Myovant RSU immediately prior to
the Effective Time, and each remaining unvested Myovant RSU granted on October
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
As a result of the Merger, the Common Shares have ceased to trade on the New
York Stock Exchange (the "NYSE") prior to market open on March 10, 2023 and
became eligible for delisting from the NYSE and termination of registration
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Myovant has requested that the NYSE file a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Exchange Act on Form 25 with the
SEC to delist the Common Shares from the NYSE. After the Form 25 becomes
effective, Myovant plans to file a Form 15 with the SEC to terminate the
registration of the Common Shares under the Exchange Act and suspend its
reporting obligations with the SEC.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01,
5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.03.
In connection with the consummation of the Merger and at the Effective Time,
holders of Common Shares immediately prior to the Effective Time ceased to have
any rights as shareholders in the Company (other than their right to receive the
Per Share Merger Consideration and other than their appraisal rights, if
applicable) and accordingly, no longer have any interest in the Company's future
earnings or growth.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and the information set forth
under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, Sumitovant acquired all of the
outstanding shares of the Company not already held by it and the Company became
a wholly owned subsidiary of Sumitovant. The total transaction value was
approximately $1.7 billion, without taking into account any exercise of
appraisal rights. Sumitovant funded the Merger with a combination of proceeds
from debt financing and cash on hand of Sumitomo. The disclosures included or
incorporated by reference into this Item 5.01 does not constitute an admission
or acknowledgment by the Company that the Merger constitutes a change in control
for any purpose.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.02. In
connection with the Merger and in accordance with the Merger Agreement,
effective as of, and immediately following the Effective Time, all of the
members of the board of directors of the Company (consisting of Terrie Curran,
Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and
Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced
with members of the board of directors of Merger Sub (consisting of Adele Gulfo,
Myrtle Potter and Shigeyuki Nishinaka). Each of Mses. Gulfo and Potter and Mr.
Nishinaka will serve on the board of directors of the Company until each of
their respective successors are duly elected and qualified in accordance with
applicable law or until their earlier death, resignation or removal.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the memorandum of
association of the Company, as in effect immediately prior to the Effective
Time, was amended and restated in its entirety to be in substantially the form
of the memorandum of association of Merger Sub as in effect immediately prior to
the Effective Time (the "Memorandum of Association"). In addition, at the
Effective Time, the fifth amended and restated bye-laws of the Company, as in
effect immediately prior to the Effective Time, were amended and restated in
their entirety to be in the form of the amended and restated bye-laws of Merger
Sub as in effect immediately prior to the Effective Time (the "Amended and
Restated Bye-Laws"). Copies of the Memorandum of Association and the Amended and
Restated Bye-Laws are filed as Exhibits 3.1 and 3.2 to this Current Report on
Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On March 10, 2023, the Company, Sumitovant and Sumitomo issued a joint press
release announcing the consummation of the Merger. The press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of October 23, 2022, by and among
Sumitovant Biopharma Ltd., Zeus Sciences Ltd., Myovant Sciences Ltd., and,
solely with respect to Article IX and Annex A, Sumitomo Pharma Co., Ltd.
(incorporated herein by reference to Exhibit 2.1 of Myovant Sciences Ltd.'s
Current Report on Form 8-K filed with the SEC on October 24, 2022).
3.1 Memorandum of Association of Myovant Sciences Ltd.
3.2 Amended and Restated Bye-Laws of Myovant Sciences Ltd.
99.1 Joint Press Release of Sumitomo Pharma Co., Ltd., Sumitovant Biopharma
Ltd. and Myovant Sciences Ltd. issued March 10, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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