Sumitovant Biopharma Ltd. entered into a definitive merger agreement to acquire remaining 27.6% stake in Urovant Sciences Ltd. (NasdaqGS:UROV) for approximately $210 million on November 12, 2020. Sumitovant Biopharma Ltd. will pay $16.25 per Common Share. Each unexercised Option, whether vested or unvested, with an exercise price equal to or greater than the Per Share Merger Consideration will be cancelled immediately prior to the Effective Time without consideration there for. Each then outstanding and unexercised SAR (whether vested or unvested) will be cancelled and will have the right to receive an in cash, without interest, equal to the product of (A) the excess, if any, of the Per Share Merger Consideration over the applicable strike price per Common Share of such SAR, multiplied by (B) the total number of Common Shares subject to such SAR. Each then-outstanding Company RSU and Company Restricted Share (whether vested or unvested) that has not been settled in Common Shares prior to the Effective Time will be cancelled and the holder thereof will have the right to receive a single lump sum cash payment, without interest, equal to (A) the Per Share Merger Consideration. Sumitovant anticipates using cash on hand to fund the transaction. Post transaction, Urovant Sciences Upon completion of the Merger, the Common Shares will be de-listed from NASDAQ and that the registration of the Common Shares under Section 12 of the Securities Exchange Act of 1934 will be terminated. The company will continue to be based in Irvine, California. Urovant will become a private company and wholly owned subsidiary of Sumitovant. Urovant Sciences Ltd. will pay Sumitovant Biopharma Ltd. a termination fee of $13.6 million. The transactions is subject to receipt of the approval of (i) holders of 66 2/3% of the Issuer’s outstanding Common Shares (including shares held by the Reporting Persons) and (ii) holders of a majority of the Issuer’s outstanding Common Shares that are not held by the Reporting Persons or their affiliates, additional customary closing conditions relating to the receipt of requisite regulatory approvals. The transaction is not contingent on financing. Urovant Sciences Ltd as established the Special Committee and delegated to the Special Committee authority to, among other things, review, evaluate, negotiate, reject, recommend or not recommend any offer. The Special Committee of the Urovant Board of Directors recommended that Urovant Sciences's shareholders vote in favor of the adoption and approval of this Agreement. The deal was unanimously approved by the boards of directors of Urovant and Sumitovant. The Special General Meeting of Shareholders of Urovant to approve the transaction is expected to occur by the end of the first quarter of 2021. As on March 23, 2021, the transaction was approved by the Urovant Sciences Ltd shareholders. The transaction is expected to close in the first quarter of 2021. Aaron Cha, Cem Surmeli, Noah Kornblith, Mark D. Peterson, Andrew Dolak, Chris Del Rosso, Bob Fisher, Shelly Heyduk, and Jennifer Taylor of O’Melveny & Myers LLP acted as legal advisor to Urovant Sciences Ltd. Jonn R. Beeson of Jones Day acted as legal advisor and Citibank N.A. acted as financial advisor for Sumitovant Biopharma Ltd. Lazard Frères & Co. LLC provided fairness opinion and is acting as exclusive financial advisor to the Special Committee. Graham Robinson and Christopher Barlow of Skadden Arps Slate Meager & Flom acted as legal advisors for Lazard Frères. MacKenzie Partners, Inc. acted as transfer agent for Urovant. MacKenzie will be paid a fee of $0.013 million. Lazard Frères & Co. LLC will be paid a fee of $2.8 million, of which $1.13 million will be payable upon delivery of fairness opinion. Citi will be paid a fee of $4 million. Sumitovant Biopharma Ltd. completed the acquisition of the remaining 27.6% stake in Urovant Sciences Ltd. (NasdaqGS:UROV) on March 29, 2021. Urovant will be privately held and maintain its distinct culture and focus while benefiting from the strategic advantages of our unique operating model. Urovant Sciences Ltd ceased to be a publicly traded company. As a result, the Company requested that Nasdaq Stock Market LLC file a Form 25 with the SEC to delist the Common Shares from the Nasdaq Global Select Market, effective March 29, 2021.