Item 2.01. Completion of Acquisition or Dispositive of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each issued and outstanding common share, par value
Effective as of immediately prior to the Effective Time, each then-outstanding and unexercised option to purchase Common Shares ("Company Option") under the Company's 2017 Equity Incentive Plan as amended and restated (the "Company Share Plan") (whether vested or unvested) was cancelled and the holder thereof became entitled to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per Common Share of such Company Option, multiplied by (ii) the total number of Common Shares subject to such Company Option. Each unexercised Company Option, whether vested or unvested, with an exercise price equal to or greater than the Per Share Merger Consideration was cancelled immediately prior to the Effective Time without consideration therefor.
Effective as of immediately prior to the Effective Time, the only then
outstanding and unexercised right to receive the appreciation on Common Shares
granted under the Company Share Plan, which was granted to
Effective as of immediately prior to the Effective Time, each (i) then-outstanding time-based restricted share unit granted under the Company Share Plan and (ii) Common Share granted under the Company Share Plan that is subject to a restriction on transfer that lapses at the end of a specified period or periods, in each case, whether vested or unvested, that had not been settled in Common Shares prior to the Effective Time was cancelled and the holder thereof became entitled to receive a single lump sum cash payment, without interest, equal to (A) the Per Share Merger Consideration, less (B) any applicable withholding for taxes.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby, including the Merger, is not complete and is subject to
and qualified in its entirety by reference to the Merger Agreement, a copy of
which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed
with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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On
The Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion 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 accordingly, no longer have any interest in the Company's future earnings or growth.
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-Kis incorporated herein by reference.
In connection with the Merger and pursuant to the Merger Agreement, at the
Effective Time, the members of the board of directors of the
Also in connection with the Merger and pursuant to the Merger Agreement, the
officers of the Company immediately prior to the Effective Time became the
officers of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger and pursuant to the Merger Agreement, at the
Effective Time, the memorandum of association of the
In connection with the Merger and pursuant to the Merger Agreement, at the
Effective Time, the bye-laws of the
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1 Agreement and Plan of Merger, dated as ofNovember 12, 2020 , by and amongSumitovant Biopharma Ltd. ,Titan Ltd. ,Urovant Sciences Ltd. , and solely with respect to Section 9.13, Sumitomo Dainippon Pharma Co., Ltd. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onNovember 13, 2020 ) 3.1 Amended and Restated Memorandum ofAssociation of Urovant Sciences Ltd. 3.2 Amended and Restated Bye-laws ofUrovant Sciences Ltd. 99.1 Press Release, datedMarch 29, 2020 , issued byUrovant Sciences Ltd. andSumitovant Biopharma Ltd.
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