NEW YORK and LONDON and IRVINE, Calif. and BASEL, Switzerland, Nov. 12, 2020 /PRNewswire/ — Sumitovant Biopharma and Urovant Sciences (Nasdaq: UROV) today announced that they have entered into a definitive merger settlement for Sumitovant to get the excellent shares of Urovant frequent stock not previously owned by Sumitovant at a cost of $16.25 for each share in money. Sumitovant presently owns 72% of the fantastic shares of Urovant popular inventory.
The acquisition thing to consider signifies an fairness price for Urovant of $584 million and an business benefit of $681 million. The for every share thing to consider represents a high quality of 96% to Urovant’s closing selling price on November 12, 2020, and a top quality of 92% to Urovant’s 30-day volume weighted normal share cost on November 12, 2020. The merger agreement has been unanimously authorized by a exclusive committee of Urovant’s Board of Directors. The exclusive committee of Urovant’s Board of Directors has encouraged that Urovant’s shareholders vote in favor of the transaction.
“Just after thorough thought and session with our economic advisors, the distinctive committee of the Urovant Board of Administrators has observed that Sumitovant’s give represents outstanding benefit for shareholders,” claimed Pierre Legault, direct unbiased member of the Urovant Board of Administrators and chairman of the distinctive committee.
“Our foremost objective is to give Urovant accessibility to funds for its prolonged-expression organization aims and make certain target on its mission to acquire and commercialize progressive therapies for its individuals,” said Myrtle Potter, Main Govt Officer of Sumitovant Biopharma. “By bringing Urovant into the fold as a privately-held enterprise below the Sumitovant spouse and children of businesses, we can enable the Urovant group to totally focus on the critical undertaking of making ready for its possible business start of vibegron, the initially new branded prescription drug for the cure of OAB in approximately a ten years.”
“Through this pivotal phase of expansion, absolutely becoming a element of our mum or dad company, Sumitovant, positions Urovant to make investments in all alternatives close to vibegron including launching and building our business corporation whilst protecting our strategic way, our dedication to sufferers with urologic ailments, and our exceptional company tradition for staff members,” claimed James Robinson, Main Government Officer of Urovant. “This transaction rewards Urovant shareholders by derisking our foreseeable future and providing recent and specified value likely forward.”
Added Transaction Information
The transaction is subject matter to the approval of Urovant’s shareholders, like holders of a bulk of Urovant’s fantastic shares that are not held by Sumitovant and other customary closing circumstances. The transaction is not subject matter to any funding problem.
On closing, Urovant will turn into a wholly owned subsidiary of Sumitovant and Urovant’s common inventory will cease buying and selling on the Nasdaq stock current market. The closing of the transaction is expected to take put in the initial quarter of 2021.
Citi is performing as special monetary advisor to Sumitovant. Jones Day is serving as Sumitovant’s authorized counsel. Lazard Frères & Co. LLC is acting as exclusive financial advisor to the special committee of Urovant’s Board of Administrators. O’Melveny & Myers is serving as the distinctive committee’s lawful counsel.
About Sumitovant Biopharma Ltd.
Sumitovant is a world-wide biopharmaceutical organization with workplaces in New York City and London. Sumitovant is a wholly owned subsidiary of Sumitomo Dainippon Pharma. Sumitovant is the vast majority shareholder of Urovant Sciences and Myovant Sciences, and wholly owns Enzyvant Therapeutics, Spirovant Sciences, and Altavant Sciences. Sumitovant’s promising pipeline is comprised of early-by late-stage investigational medications across a array of sickness locations focusing on superior unmet need. For further more data about Sumitovant, you should visit https://www.sumitovant.com.
About Urovant Sciences
Urovant is a medical-phase biopharmaceutical organization concentrated on building and commercializing revolutionary therapies for urologic problems. Urovant’s lead products applicant, vibegron, is an oral, as soon as-day-to-day compact molecule beta-3 agonist that is being evaluated for overactive bladder (OAB). Urovant reported good info from the vibegron 12-7 days, Stage 3 pivotal EMPOWUR research and demonstrated favorable for a longer period-time period efficacy, basic safety, and tolerability in a 40-7 days extension study. Urovant submitted a New Drug Software to the Food and drug administration trying to find acceptance of vibegron for the therapy of individuals with OAB in December 2019. Vibegron is also currently being evaluated for treatment of OAB in men with benign prostatic hyperplasia (OAB+BPH) and for belly agony connected with irritable bowel syndrome (IBS). Urovant’s second product applicant, URO-902, is a novel gene therapy getting produced for sufferers with OAB who have unsuccessful oral pharmacologic treatment. Urovant, a subsidiary of Sumitovant Biopharma Ltd., which is a wholly-owned subsidiary of Sumitomo Dainippon Pharma, intends to acquire novel treatment options for added urologic diseases. Understand extra about us at www.urovant.com.
About Sumitomo Dainippon Pharma Co., Ltd.
Sumitomo Dainippon Pharma is amongst the best-10 outlined pharmaceutical organizations in Japan, operating globally in key pharmaceutical marketplaces, including Japan, the U.S., China, and the European Union. Sumitomo Dainippon Pharma is centered on the 2005 merger between Dainippon Pharmaceutical Co., Ltd., and Sumitomo Prescription drugs Co., Ltd. Today, Sumitomo Dainippon Pharma has far more than 6,000 staff members worldwide. More data about Sumitomo Dainippon Pharma is out there by way of its corporate internet site at https://www.ds-pharma.com.
Further Information and Wherever to Find It
This interaction is staying manufactured in respect of the proposed transaction involving Urovant and Sumitovant. Urovant intends to file with the Securities and Trade Commission (“SEC”) appropriate elements, such as a proxy statement in connection with the proposed transaction with Sumitovant on Timetable 14A, and Urovant and sure other persons, such as Sumitovant, intend to file a Program 13E-3 transaction statement with the SEC. The definitive proxy statement and Agenda 13E-3 transaction statement will be sent or provided to the stockholders of Urovant and will have important data about the proposed transaction and connected issues. UROVANT’S SECURITYHOLDERS ARE URGED TO Study THE PROXY Assertion Concerning THE PROPOSED TRANSACTION, THE Routine 13E-3 AND ANY OTHER Related Documents Very carefully AND IN THEIR ENTIRETY WHEN THEY Grow to be Readily available Mainly because THEY WILL Incorporate Significant Information ABOUT THE PROPOSED TRANSACTION. The proxy assertion, Agenda 13E-3 and other appropriate resources (when they come to be available), and any other documents submitted by Urovant with the SEC, may possibly be received absolutely free of cost at the SEC’s web page, at www.sec.gov. In addition, securityholders of Urovant will be in a position to obtain free copies of the proxy assertion and Schedule 13E-3 by Urovant’s website, www.Urovant.com, or by calling Urovant by mail at Attn: Investor Relations.
Individuals in the Solicitation
Urovant, Sumitovant and its administrators, executive officers and other users of administration and certain other people may possibly be considered to be contributors in the solicitation of proxies in link with the proposed merger. Information about Urovant’s administrators and govt officers is included in Urovant’s Yearly Report on Sort 10-K for the 12 months finished March 31, 2020 filed with the SEC on June 19, 2020, and the proxy statement for Urovant’s once-a-year assembly of stockholders for 2020, submitted with the SEC on July 27, 2020. Extra information and facts with regards to these folks and their interests in the merger will be integrated in the proxy statement and Timetable 13E-3 relating to the proposed merger when they are filed with the SEC. These files, when available, can be received absolutely free of cost from the sources indicated earlier mentioned. This press release does not constitute a solicitation of a proxy, an offer to buy or a solicitation of an offer you to offer any securities.
Risk-free Harbor for Ahead-hunting Statements
This press launch consists of forward-wanting statements. Forward-on the lookout statements include things like all statements that are not historical statements of reality and statements with regards to Urovant’s intent, perception or expectations and can be identified by text these as “foresee,” “feel,” “can,” “go on,” “could,” “estimate,” “hope,” “intend,” “probable,” “could,” “may,” “goal,” “ongoing,” “prepare,” “potential,” “predict,” “task,” “should really,” “try,” “to be,” “will,” “would,” or the damaging or plural of these words and phrases or other very similar expressions or variations, despite the fact that not all forward-looking statements incorporate these pinpointing terms. In this press launch, forward-on the lookout statements include, but are not restricted to, statements concerning expectations about the proposed transaction involving Urovant and Sumitovant and statements relating to Urovant’s expectations for the commercialization of vibegron for the procedure of overactive bladder and options and procedures for the clinical growth of vibegron and other treatment options for urologic illnesses. Forward-hunting statements are subject matter to threats and uncertainties that could induce genuine benefits to vary materially and noted effects must not be regarded as an indication of long run performance. Hazards and uncertainties connected to the proposed merger include, but are not confined to, the threat that the merger transaction does not close, thanks to the failure of a single or much more ailments to closing or if not the danger that needed Urovant shareholder approvals of the merger transaction will not be acquired or that these approvals will be delayed or conditioned further than existing anticipations challenges associated to the disruption of management time from ongoing business functions because of to the proposed transaction and achievable challenges in preserving shopper, supplier, essential staff and other strategic interactions and the risk of unanticipated charges, liabilities or litigation linked to the proposed transaction. Further risks and uncertainties associated to Urovant and its business enterprise consist of, but are not confined to, Urovant’s dependence on the success of its guide products prospect, vibegron, such as uncertainties about Fda acceptance the failure to obtain the sector acceptance vital for commercial accomplishment for vibegron or any other products applicant the results and charge of Urovant’s attempts to commercialize vibegron the effects on Urovant’s company, financial effects, effects of operations and ongoing clinical trials from the results of the COVID-19 pandemic challenges associated to medical trials, including uncertainties relating to the results of Urovant’s scientific trials for vibegron and URO-902 and any upcoming treatment or item candidates uncertainties bordering the regulatory landscape that governs gene therapy products and solutions Urovant’s dependence on Merck Sharp & Dohme Corp. and Ion Channel Improvements, LLC to have properly documented success and collected and interpreted facts relevant to vibegron and URO-902 prior to Urovant’s acquisition of the legal rights related to these product candidates reliance on a solitary provider for the enzyme used to manufacture vibegron the means to get, manage, and implement intellectual assets safety for Urovant’s technology and products and solutions threats associated to considerable competitors from other biotechnology and pharmaceutical businesses Urovant’s potential to understand the expected advantages of the co-promotion settlement with Sunovion in the way or timeline anticipated and other hazards and uncertainties outlined in Urovant’s filings with the SEC, such as under the heading “Possibility Components” in Urovant’s most not long ago filed Quarterly Report on Type 10-Q, as these types of chance aspects may well be amended, supplemented or superseded from time to time by other filings with the SEC. Provided these risks and uncertainties, you should not put undue reliance on any ahead-wanting statements. These ahead-wanting statements are primarily based on information available to Sumitovant as of the date of this press release and converse only as of the day of this release. Urovant and Sumitovant disclaims any obligation to update these ahead-looking statements, apart from as could be necessary by legislation.
Media Contacts:
Sumitovant Biopharma
Mary Stutts
[email protected]
Urovant Sciences
Ryan Kubota
[email protected]
Supply Sumitovant Biopharma
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