Sumitomo Pharma, and its subsidiary Sumitovant Biopharma, have agreed to acquire the remaining stake in Myovant Sciences at an improved price of $27 per share in cash.
Earlier this month, Sumitovant and its parent company made an offer at a lower price of 22.75 per share in cash, which the US drugmaker had rejected.
The improved transaction price indicates a total transaction value of $1.7bn and values the company’s total equity at $2.9bn on a fully diluted basis.
Sumitovant currently owns 52% of the issued and outstanding shares of Myovant, according to its filing with the US Securities and Exchange Commission.
The deal has been approved by the boards of both Sumitovant and Sumitomo Pharma and is unanimously recommended by a Special Committee of independent directors at Myovant.
The transaction is anticipated to close in the first quarter of 2023, subject to customary closing conditions, including regulatory and Myovant majority shareholders’ approvals.
Upon completion of the transaction, Myovant will operate as a wholly owned subsidiary of Sumitovant and will be de-listed from the New York Stock Exchange.
Sumitovant intends to fund the transaction through a combination of available cash, and external debt financing. It has received a financing commitment from Sumitomo Mitsui Banking Corp.
Sumitovant CEO Myrtle Potter said: “This transaction represents an industry-leading opportunity to combine unique expertise, platforms, and resources to successfully commercialise products in Myovant’s programme and to accelerate the development of a robust pipeline addressing patient needs in women’s health and prostate cancer.
“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.”
According to Sumitomo Pharma, the acquisition will strengthen Myovant’s product capabilities and help deliver advanced therapies for prostate cancer and women’s health.
The company will be enabled to benefit from the cash flow generated by Myovant’s products ORGOVYX and MYFEMBREE.
Myovant CEO David Marek said: “We are pleased to have reached an agreement with Sumitovant and Sumitomo Pharma that recognises the remarkable success Myovant has achieved.
“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 programmes, and work to remove barriers to access quality care for the patients we serve.”
J.P. Morgan Securities served as financial advisor and Sullivan & Cromwell as legal counsel to Sumitovant and Sumitomo Pharma on the transaction.
Also, Goldman Sachs & Co. served as a financial advisor, and Skadden, Arps, Slate, Meagher & Flom acted as legal counsel to the Special Committee of Myovant Board of Directors.
