Sumitovant Biopharma Ltd. signed an agreement to acquire a 47.83% stake in Myovant Sciences Ltd for $1.2 billion on October 23, 2022. The transaction will be financed through a combination of cash on hand and external debt financing. This corresponds to a total transaction value of $1.7 billion on a fully diluted basis, and a total company value of $2.9 billion on a fully diluted basis.

The purchase price represents a premium of approximately 50% to Myovant's closing share price on September 30, 2022, the last day of trading prior to Sumitovant's initial non-binding proposal, and a premium of approximately 55% to the 60-day volume weighted average price of Myovant's shares through September 30, 2022. Upon completion of the transaction, Myovant will become a wholly owned subsidiary of Sumitovant and Myovant's shares will no longer be listed on the New York Stock Exchange. The agreement has been approved by the boards of Sumitovant and Sumitomo Pharma and unanimously recommended by a Special Committee of the independent directors of Myovant and, acting upon such recommendation, approved by its full board of directors with the Sumitovant designated directors recusing themselves and abstaining from the deliberations and vote.

The transaction is anticipated to close in the first quarter of 2023. The transaction is subject to customary closing conditions, including obtaining the requisite regulatory approvals and approval by Myovant shareholders holding a majority of the outstanding shares not beneficially owned by Sumitovant and its affiliates. J.P. Morgan Securities LLC acted as financial advisor to Sumitovant Biopharma Ltd. Sullivan & Cromwell LLP acted as legal advisor to Sumitovant Biopharma Ltd. Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to Myovant Sciences Ltd. Goldman Sachs & Co.

LLC acted as financial advisor to Myovant Sciences Ltd.