MYOV Myovant Sciences Ltd

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 26, 2022 was cancelled without payment as of the Effective Time; and (iv) each then-outstanding restricted share unit subject to performance-based vesting conditions (each, a “Myovant PSU”) 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 PSU, a cash payment equal to the Per Share Merger Consideration multiplied by the number of Common Shares subject to such Myovant PSU (deeming performance goals as being satisfied) immediately prior to the Effective Time.

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 24, 2022, and is incorporated herein by reference.