Sumitovant Biopharma, Sumitomo Pharma, and Myovant Sciences

Sumitovant Biopharma to Acquire all Outstanding Shares of Myovant for $27 Per Share in Cash

Combination Provides Expertise and Resources to Address Unmet Patient Needs in Women’s Health and Prostate Cancer

Agreement Unanimously Recommended by Special Committee of Myovant’s Independent Directors and Approved by Board

NEW YORK and BASEL, Switzerland and OSAKA, Japan, Oct. 23, 2022 (GLOBE NEWSWIRE) — Sumitovant Biopharma Ltd. (“Sumitovant”), along with mum or dad firm Sumitomo Pharma Co., Ltd. (“Sumitomo Pharma”), and Myovant Sciences (“Myovant”) (NYSE: MYOV) introduced in the present day that they’ve entered right into a definitive settlement pursuant to which Sumitovant will purchase all excellent shares of Myovant not already owned by Sumitovant for $27.00 per share in money. This corresponds to a complete transaction worth of $1.7 billion on a completely diluted foundation, and a complete firm worth of $2.9 billion on a completely diluted foundation. Sumitovant at the moment beneficially owns 52% of the issued and excellent shares of Myovant as extra notably described in Sumitovant’s Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the “SEC”).

The buy value represents a premium of roughly 50% to Myovant’s closing share value on September 30, 2022, the final day of buying and selling previous to Sumitovant’s preliminary non-binding proposal, and a premium of roughly 55% to the 60-day quantity weighted common value of Myovant’s shares by September 30, 2022. The settlement has been authorized by the boards of Sumitovant and Sumitomo Pharma and unanimously really helpful by a Special Committee of the impartial administrators of Myovant and, performing upon such advice, authorized by its full board of administrators with the Sumitovant designated administrators recusing themselves and abstaining from the deliberations and vote.

“This transaction represents an industry-leading opportunity to combine unique expertise, platforms, and resources to successfully commercialize products in Myovant’s program and to accelerate development of a robust pipeline addressing patient needs in women’s health and prostate cancer,” mentioned Myrtle Potter, CEO of Sumitovant. “We look forward to harnessing the combined strength of our talented teams to bring needed therapies to patients sooner and are confident both Myovant and its employees will benefit from the greater resources Sumitovant can provide to further support business growth and career opportunities overall.”

“Myovant’s two products, ORGOVYX^® and MYFEMBREE^® have substantial potential. We believe the combination of Sumitovant and Myovant will strengthen Myovant’s product capabilities and help continue to deliver innovative therapies addressing unmet patient needs in prostate cancer and women’s health,” mentioned Hiroshi Nomura, CEO of Sumitomo Pharma. “By making Myovant a wholly owned subsidiary of Sumitovant, we believe that we will be able to accelerate implementation of management strategies that make full use of cash flow generated by ORGOVYX^® and MYFEMBREE^® for sustained growth of the Sumitomo Pharma Group.”

“We are pleased to have reached an agreement with Sumitovant and Sumitomo Pharma that recognizes the remarkable success Myovant has achieved,” mentioned David Marek, CEO of Myovant. “With the expertise and resources of Sumitovant to best support Myovant, and our employees, we can do more to expand the impact of our differentiated therapies, advance our clinical programs, and work to remove barriers to access quality care for the patients we serve.”

“After careful consideration and consultation with our legal and financial advisors, the Special Committee believes that this transaction provides immediate and compelling value to Myovant’s minority shareholders, as well as positioning the Company for continued growth, and is in the best interest of Myovant and its shareholders,” mentioned Mark Guinan, Chairman of the Special Committee.”

Transaction Details
The transaction is anticipated to shut within the first quarter of 2023, topic to customary closing situations, together with acquiring the requisite regulatory approvals and approval by Myovant shareholders holding a majority of the excellent shares not beneficially owned by Sumitovant and its associates. The transaction shall be financed by a mix of money available and exterior debt financing. A financing dedication has been obtained from Sumitomo Mitsui Banking Corporation. The transaction will not be topic to a financing situation.

Upon completion of the transaction, Myovant will turn into a completely owned subsidiary of Sumitovant and Myovant’s shares will not be listed on the New York Stock Exchange.

Advisors
J.P. Morgan Securities LLC is serving as monetary advisor and Sullivan & Cromwell LLP is serving as authorized counsel to Sumitovant and Sumitomo Pharma. Goldman Sachs & Co. LLC is serving as monetary advisor to the Special Committee of the Board of Directors of Myovant and Skadden, Arps, Slate, Meagher & Flom LLP is serving as authorized counsel to the Special Committee.

About Sumitovant Biopharma Ltd.
Sumitovant is a technology-driven biopharmaceutical firm accelerating growth and commercialization of latest potential therapies for sufferers with uncommon situations and different ailments. Through our proprietary computing and knowledge platforms, scientific experience and numerous firm portfolio, Sumitovant has supported growth of a number of FDA-approved merchandise and a strong pipeline of early- by late-stage investigational property addressing unmet affected person wants in pediatrics, urology, oncology, ladies’s well being, specialty respiratory and infectious ailments. Sumitovant is a completely owned subsidiary of Sumitomo Pharma. Please go to our web site www.sumitovant.com for extra data on Sumitovant and our portfolio.

About Sumitomo Pharma Co., Ltd.
Sumitomo Pharma is among the many top-ten listed pharmaceutical firms in Japan, working globally in main pharmaceutical markets, together with Japan, the U.S., China, and different Asian international locations with about 7,000 staff worldwide. Sumitomo Pharma defines its company mission as “To broadly contribute to society through value creation based on innovative research and development activities for the betterment of healthcare and fuller lives of people worldwide.” Additional details about Sumitomo Pharma is on the market by its company web site at https://www.sumitomo-pharma.com. 

About Myovant Sciences
Myovant Sciences aspires to redefine care for girls and males by purpose-driven science, empowering medicines, and transformative advocacy worldwide. Founded in 2016, Myovant has executed 5 profitable Phase 3 medical trials throughout hormone-sensitive oncology and ladies’s well being main to 5 regulatory approvals within the United States and Europe. Myovant and its companions proceed to file for added indications of its lead merchandise in addition to proceed additional growth of pipeline property. Sumitovant Biopharma Ltd., a completely owned subsidiary of Sumitomo Pharma Co., Ltd., is Myovant’s majority shareholder. For extra data, please go to www.myovant.com.

Forward Looking Statements
This communication comprises forward-looking statements, together with statements relating to expectations in regards to the proposed transaction involving Myovant, Sumitovant and Sumitomo Pharma. Statements together with phrases similar to “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or related expressions are forward-looking statements. Forward-looking statements are topic to dangers and uncertainties that might trigger precise outcomes to vary materially and reported outcomes shouldn’t be thought of as a sign of future efficiency. Risks and uncertainties associated to the proposed transaction embody, however usually are not restricted to, the danger that the events could also be unable to realize anticipated synergies and working efficiencies within the merger inside the anticipated timeframes or in any respect and to efficiently combine Myovant’s operations into these of Sumitovant; such integration could also be harder, time consuming or pricey than anticipated, the danger that the proposed transaction doesn’t shut, because of the failure of a number of situations to closing or in any other case; the danger that required Myovant shareholder approvals of the proposed transaction won’t be obtained or that such approvals shall be delayed or conditioned past present expectations; the danger that the mandatory regulatory approvals is probably not obtained or could also be obtained topic to situations that aren’t anticipated; the prevalence of any occasion, change or different circumstances that might give rise to the termination of the merger settlement; uncertainty as to the timing of completion of the proposed transaction; dangers associated to the disruption of administration time from ongoing business operations because of the proposed transaction and doable difficulties in sustaining buyer, provider, key personnel and different strategic relationships; and potential litigation referring to the proposed transaction that may very well be instituted in opposition to Myovant, Sumitovant or their respective administrators or officers, together with the consequences of any outcomes associated thereto; and the potential for surprising prices and liabilities associated to the proposed transaction. Additional dangers and uncertainties associated to Myovant and its business embody, however usually are not restricted to, the success and value of Myovant’s commercialization of its authorized merchandise and product candidates, if authorized; the influence on Myovant’s business, monetary outcomes, outcomes of operations and ongoing medical trials from the consequences of the COVID-19 pandemic; dangers associated to growth applications, together with the success and anticipated timing of Myovant’s ongoing and future medical and non-clinical research, and uncertainties referring to the success of Myovant’s medical trials for its product candidates and any future remedy or product candidates; uncertainties surrounding the regulatory panorama that governs Myovant’s merchandise and product candidates, together with dangers associated to regulatory approval, together with the timing and standing of anticipated future regulatory submissions and Myovant’s capacity to, receive and preserve, regulatory approvals for its product candidates; the power to acquire, preserve, and implement mental property safety for Myovant’s merchandise and product candidates; dangers associated to vital competitors from different biotechnology and pharmaceutical firms; and different dangers and uncertainties listed in Myovant’s filings with the U.S. Securities and Exchange Commission (the “SEC”), together with underneath the heading “Risk Factors” in Myovant’s Form 10-Ok and Form 10-Q filings with the SEC as such threat components could also be amended, supplemented or outmoded every now and then by different filings with the SEC. Given these dangers and uncertainties, you shouldn’t place undue reliance on any forward-looking statements. These forward-looking statements are based mostly on data out there to Sumitovant and Sumitomo Pharma as of the date of this communication and converse solely as of the date of this communication. Myovant, Sumitovant and Sumitomo Pharma disclaim any obligation to replace these forward-looking statements, besides as could also be required.

Additional Information and Where to Find It

This communication could also be deemed to be solicitation materials in respect of the proposed acquisition of Myovant by Sumitovant and Sumitomo Pharma. In reference to the proposed acquisition, Sumitovant, Sumitomo Pharma and Myovant intend to file related supplies with the SEC, together with amended Schedule 13D filings and a transaction assertion on Schedule 13E-3 with respect to Sumitovant and Sumitomo Pharma and a proxy assertion on Schedule 14A with respect to Myovant. The definitive proxy assertion and Schedule 13E-3 transaction assertion shall be despatched to Myovant’s shareholders and will comprise vital details about the proposed transaction and associated issues. SHAREHOLDERS OF MYOVANT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SUMITOVANT’S AND SUMITOMO PHARMA’S TRANSACTION STATEMENT, MYOVANT’S PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and safety holders will have the ability to receive the paperwork freed from cost on the SEC’s website, http://www.sec.gov, and Myovant shareholders will have the ability to receive free copies of the proxy assertion and Schedule 13E-3 by the Investor Relations web page of Myovant’s web site, www.myovant.com.

Participants within the Solicitation
Sumitovant and its administrators and government officers, Sumitomo Pharma and its administrators and government officers, and Myovant and its administrators and government officers could also be deemed to be members within the solicitation of proxies from the holders of Myovant frequent inventory in respect of the proposed transaction. Information in regards to the administrators and government officers of Myovant is ready forth within the proxy assertion for Myovant’s 2022 Annual Meeting of Shareholders, which was filed with the SEC on July 28, 2022. Investors might receive further data relating to the curiosity of such members by studying the proxy assertion relating to the acquisition when it turns into out there.

Media / IR Contacts:

Sumitovant Biopharma
Maya Frutiger
VP, Head of Corporate Communications
[email protected]

Sumitomo Pharma
Corporate Communications
TEL: +81-6-6203-1407 (Osaka); +81-3-5205-3725 (Tokyo)

Myovant Sciences
Uneek Mehra
Chief Financial and Business Officer
[email protected]

Noelle Cloud Dugan
Vice President, Corporate Communications
Myovant Sciences, Inc.
[email protected]