Myovant Sciences Special Committee of Board Confirms Receipt of Preliminary, Non-binding Proposal from Sumitovant Biopharma and Sumitomo Pharma to Acquire Remaining Shares
02 Outubro 2022 - 8:36PM
Myovant Sciences Ltd. (NYSE: MYOV) (the “Company”) confirmed today
that it has received a preliminary, non-binding proposal (the
“Proposal”) from Sumitovant Biopharma Ltd. (“Sumitovant”) and
Sumitomo Pharma Co., Ltd. (collectively with Sumitovant,
“Sumitomo”) to acquire the remaining shares of the Company that
Sumitovant does not currently hold, for a price of $22.75 per share
in cash. Sumitovant currently holds approximately 52% of the
outstanding shares of the Company.
The Company’s board of directors has formed a special committee
of independent directors comprised of the members of the Audit
Committee of the Company (the “Special Committee”) to evaluate and
consider the Proposal and any alternatives thereto, with the
assistance of its financial and legal advisors. The Special
Committee, in consultation with its financial and legal advisors,
has carefully reviewed the Proposal and determined that it
significantly undervalues the Company and, therefore, is not in the
best interests of the Company or its minority shareholders. The
Special Committee remains open to considering any improved proposal
that reflects the full and fair value of the Company and is
otherwise in the best interests of the Company and its
shareholders, and is prepared to engage further with Sumitomo
regarding any such proposal.
There can be no assurance as to whether an agreement relating to
any proposed transaction will be reached or as to the terms thereof
if an agreement is reached. The Company does not intend to comment
further or disclose any developments regarding the Special
Committee’s consideration of the Proposal unless and until it deems
further disclosure is appropriate or required. The Company’s
shareholders do not need to take any action at this time.
The Special Committee has retained Goldman Sachs & Co. LLC
as its financial advisor, and Skadden, Arps, Slate, Meagher &
Flom LLP as its legal advisor to assist with its review of the
Proposal and any alternatives thereto.
ABOUT MYOVANT SCIENCES
Myovant Sciences aspires to redefine care for women and for men
through purpose-driven science, empowering medicines, and
transformative advocacy. Founded in 2016, Myovant has executed five
successful Phase 3 clinical trials across oncology and women’s
health leading to three regulatory approvals by the U.S. Food and
Drug Administration (FDA) for men with advanced prostate cancer,
women with heavy menstrual bleeding associated with uterine
fibroids, and premenopausal women with moderate to severe pain
associated with endometriosis, respectively. Myovant also has
received regulatory approvals by the European Commission (EC) and
the United Kingdom Medicines and Healthcare Products Regulatory
Agency (MHRA) for women with symptomatic uterine fibroids and for
men with advanced hormone-sensitive prostate cancer. Myovant has a
supplemental New Drug Application under review with the FDA for
updates to the United States Prescribing Information (USPI) based
on safety and efficacy data from the Phase 3 LIBERTY randomized
withdrawal study (RWS) of MYFEMBREE in premenopausal women with
heavy menstrual bleeding due to uterine fibroids for up to two
years. Myovant also is conducting a Phase 3 study to evaluate the
prevention of pregnancy in women with uterine fibroids or
endometriosis. Myovant also is developing MVT-602, an
investigational oligopeptide kisspeptin-1 receptor agonist, which
has completed a Phase 2a study for female infertility as part of
assisted reproduction. Sumitovant Biopharma, Ltd., a wholly owned
subsidiary of Sumitomo Pharma Co., Ltd., is Myovant’s majority
shareholder. For more information, please visit www.myovant.com.
Follow @Myovant on Twitter and LinkedIn.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Statements including words such as “believes,” “expects,”
“anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look
forward,” “intend,” “guidance,” “future” or similar expressions are
forward-looking statements. Because these statements reflect the
Company’s current views, expectations and beliefs concerning future
events, these forward-looking statements involve risks and
uncertainties. Forward-looking statements in this press release
include statements regarding the proposed transaction. Factors that
could cause actual results of the Company to differ materially from
those contemplated or implied by the statements in this
communication include uncertainties as to whether an agreement
regarding the proposed transaction will be negotiated and executed;
negative effects from the pendency of the proposed transaction;
uncertainties as to whether the Company’s board of directors or the
Special Committee will approve any transaction; the risk that
required Company shareholders approvals of the proposed transaction
will not be obtained or that such approvals will be delayed or
conditioned beyond current expectations; the timing of the proposed
transaction and whether the proposed transaction will be completed;
failure to realize contemplated benefits from the proposed
transaction; and incurrence of significant costs in connection with
the proposed transaction. Investors should note that many factors,
as more fully described under the caption “Risk Factors” and
elsewhere in the Company’s Form 10-K, Form 10-Q and Form 8-K
filings with the Securities and Exchange Commission and as
otherwise enumerated herein, could affect the Company’s future
financial results and could cause actual results to differ
materially from those expressed in such forward-looking statements.
The forward-looking statements in this press release are qualified
by these risk factors. These are factors that, individually or in
the aggregate, could cause the Company’s actual results to differ
materially from expected and historical results. These risks are
not exhaustive. New risk factors emerge from time to time and it is
not possible for the Company’s management to predict all risk
factors, nor can the Company assess the impact of all factors on
its business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements. You should not place
undue reliance on any forward-looking statements in this press
release, which speak only as of the date hereof, and, except as
required by law, the Company undertakes no obligation to update
these forward-looking statements to reflect events or circumstances
after the date of such statements.
Investor Contact:Uneek MehraChief Financial and
Business OfficerMyovant Sciences, Inc.investors@myovant.com
Media Contact:Noelle Cloud DuganVice President,
Corporate CommunicationMyovant Sciences, Inc.media@myovant.com
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