AGREEMENT AND PLAN OF MERGER by and among SUMITOVANT BIOPHARMA LTD., ZEUS SCIENCES LTD., MYOVANT SCIENCES LTD. and, solely with respect to Article IX and Annex A, SUMITOMO PHARMA CO., LTD. Dated as of October 23 , 2022Agreement and Plan of Merger • October 24th, 2022 • Myovant Sciences Ltd. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23 , 2022 (the “Agreement Date”), by and among Myovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”), Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Parent”), Zeus Sciences Ltd., a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”), and, solely with respect to Article IX and Annex A hereof, Sumitomo Pharma Co., Ltd., a company organized under the laws of Japan (“SMP”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Annex A.
Sumitovant Biopharma, Sumitomo Pharma, and Myovant Sciences Enter into Definitive AgreementAcquisition Agreement • October 24th, 2022 • Myovant Sciences Ltd. • Pharmaceutical preparations
NEW YORK and BASEL, Switzerland and OSAKA, Japan, Oct. 23, 2022 /PRNewswire/ -- Sumitovant Biopharma Ltd. (“Sumitovant”), in conjunction with parent company Sumitomo Pharma Co., Ltd. (“Sumitomo Pharma”), and Myovant Sciences (“Myovant”) (NYSE: MYOV) announced today that they have entered into a definitive agreement pursuant to which Sumitovant will acquire all outstanding shares of Myovant not already owned by Sumitovant for $27.00 per share in cash. 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. Sumitovant currently beneficially owns 52% of the issued and outstanding shares of Myovant as more particularly described in Sumitovant’s Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the “SEC”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 24th, 2022 • Myovant Sciences Ltd. • Pharmaceutical preparations • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of October 23 , 2022 (this “Agreement”), is made and entered into by and between Myovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”), and Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Shareholder”). Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
