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
agreement for Sumitovant to acquire the outstanding shares of
Urovant common stock not already owned by Sumitovant at a price of
$16.25 per share in cash. Sumitovant
currently owns 72% of the outstanding shares of Urovant common
stock.
The acquisition consideration represents an equity value for
Urovant of $584 million and an
enterprise value of $681 million. The
per share consideration represents a premium of 96% to Urovant's
closing price on November 12, 2020,
and a premium of 92% to Urovant's 30-day volume weighted average
share price on November 12, 2020. The
merger agreement has been unanimously approved by a special
committee of Urovant's Board of Directors. The special committee of
Urovant's Board of Directors has recommended that Urovant's
shareholders vote in favor of the transaction.
"After careful consideration and consultation with our financial
advisors, the special committee of the Urovant Board of Directors
has found that Sumitovant's offer represents exceptional value for
shareholders," said Pierre Legault,
lead independent member of the Urovant Board of Directors and
chairman of the special committee.
"Our foremost purpose is to give Urovant access to capital for
its long-term business objectives and ensure focus on its mission
to develop and commercialize innovative therapies for its
patients," said Myrtle Potter, Chief
Executive Officer of Sumitovant Biopharma. "By bringing Urovant
into the fold as a privately-held company under the Sumitovant
family of companies, we can enable the Urovant team to fully
concentrate on the important task of preparing for its potential
commercial launch of vibegron, the first new branded prescription
drug for the treatment of OAB in nearly a decade."
"During this pivotal phase of growth, fully becoming a part of
our parent company, Sumitovant, positions Urovant to invest in all
opportunities around vibegron including launching and building our
commercial organization while maintaining our strategic direction,
our commitment to patients with urologic conditions, and our unique
corporate culture for employees," said James Robinson, Chief Executive Officer of
Urovant. "This transaction benefits Urovant shareholders by
derisking our future and providing current and certain value going
forward."
Additional Transaction Details
The transaction is subject to the approval of Urovant's
shareholders, including holders of a majority of Urovant's
outstanding shares that are not held by Sumitovant and other
customary closing conditions. The transaction is not subject to any
financing condition.
Upon closing, Urovant will become a wholly owned subsidiary of
Sumitovant and Urovant's common stock will cease trading on the
Nasdaq stock market. The closing of the transaction is expected to
take place in the first quarter of 2021.
Citi is acting as exclusive financial advisor to Sumitovant.
Jones Day is serving as Sumitovant's
legal counsel. Lazard Frères & Co. LLC is acting as exclusive
financial advisor to the special committee of Urovant's Board of
Directors. O'Melveny & Myers is serving as the special
committee's legal counsel.
About Sumitovant Biopharma Ltd.
Sumitovant is a global biopharmaceutical company with offices
in New York City and London. Sumitovant is a wholly
owned subsidiary of Sumitomo Dainippon Pharma. Sumitovant is the
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-through late-stage investigational medicines across a range
of disease areas targeting high unmet need. For further information
about Sumitovant, please visit https://www.sumitovant.com.
About Urovant
Sciences
Urovant is a clinical-stage biopharmaceutical company focused on
developing and commercializing innovative therapies for urologic
conditions. Urovant's lead product candidate, vibegron, is an oral,
once-daily small molecule beta-3 agonist that is being evaluated
for overactive bladder (OAB). Urovant reported positive data
from the vibegron 12-week, Phase 3 pivotal EMPOWUR study and
demonstrated favorable longer-term efficacy, safety, and
tolerability in a 40-week extension study. Urovant submitted
a New Drug Application to the FDA seeking approval of vibegron for
the treatment of patients with OAB in December 2019. Vibegron
is also being evaluated for treatment of OAB in men with benign
prostatic hyperplasia (OAB+BPH) and for abdominal pain associated
with irritable bowel syndrome (IBS). Urovant's second product
candidate, URO-902, is a novel gene therapy being developed for
patients with OAB who have failed oral pharmacologic therapy.
Urovant, a subsidiary of Sumitovant Biopharma Ltd., which is a
wholly-owned subsidiary of Sumitomo Dainippon Pharma, intends to
develop novel treatments for additional urologic diseases.
Learn more about us at www.urovant.com.
About Sumitomo Dainippon Pharma Co., Ltd.
Sumitomo Dainippon Pharma is among the top-ten listed
pharmaceutical companies in Japan, operating globally in major
pharmaceutical markets, including Japan,
the U.S., China, and the European Union. Sumitomo
Dainippon Pharma is based on the 2005 merger between Dainippon
Pharmaceutical Co., Ltd., and Sumitomo Pharmaceuticals Co.,
Ltd. Today, Sumitomo Dainippon Pharma has more than 6,000
employees worldwide. Additional information about Sumitomo
Dainippon Pharma is available through its corporate website
at https://www.ds-pharma.com.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Urovant and Sumitovant. Urovant intends to
file with the Securities and Exchange Commission ("SEC") relevant
materials, including a proxy statement in connection with the
proposed transaction with Sumitovant on Schedule 14A, and Urovant
and certain other persons, including Sumitovant, intend to file a
Schedule 13E-3 transaction statement with the SEC. The definitive
proxy statement and Schedule 13E-3 transaction statement will be
sent or given to the stockholders of Urovant and will contain
important information about the proposed transaction and related
matters. UROVANT'S SECURITYHOLDERS ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTION, THE SCHEDULE 13E-3
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement,
Schedule 13E-3 and other relevant materials (when they become
available), and any other documents filed by Urovant with the SEC,
may be obtained free of charge at the SEC's website, at
www.sec.gov. In addition, securityholders of Urovant will be able
to obtain free copies of the proxy statement and Schedule 13E-3
through Urovant's website, www.Urovant.com, or by contacting
Urovant by mail at Attn: Investor Relations.
Participants in the Solicitation
Urovant, Sumitovant and its directors, executive officers and
other members of management and certain other people may be deemed
to be participants in the solicitation of proxies in connection
with the proposed merger. Information about Urovant's directors and
executive officers is included in Urovant's Annual Report on Form
10-K for the year ended March 31,
2020 filed with the SEC on June 19,
2020, and the proxy statement for Urovant's annual meeting
of stockholders for 2020, filed with the SEC on July 27, 2020. Additional information regarding
these persons and their interests in the merger will be included in
the proxy statement and Schedule 13E-3 relating to the proposed
merger when they are filed with the SEC. These documents, when
available, can be obtained free of charge from the sources
indicated above. This press release does not constitute a
solicitation of a proxy, an offer to purchase or a solicitation of
an offer to sell any securities.
Safe Harbor for Forward-looking Statements
This press release contains forward-looking statements.
Forward-looking statements include all statements that are not
historical statements of fact and statements regarding Urovant's
intent, belief or expectations and can be identified by words such
as "anticipate," "believe," "can," "continue," "could," "estimate,"
"expect," "intend," "likely," "may," "might," "objective,"
"ongoing," "plan," "potential," "predict," "project," "should,"
"strive," "to be," "will," "would," or the negative or plural of
these words or other similar expressions or variations, although
not all forward-looking statements contain these identifying words.
In this press release, forward-looking statements include, but are
not limited to, statements regarding expectations about the
proposed transaction involving Urovant and Sumitovant and
statements regarding Urovant's expectations for the
commercialization of vibegron for the treatment of overactive
bladder and plans and strategies for the clinical development of
vibegron and other treatments for urologic diseases.
Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially and reported
results should not be considered as an indication of future
performance. Risks and uncertainties related to the proposed merger
include, but are not limited to, the risk that the merger
transaction does not close, due to the failure of one or more
conditions to closing or otherwise; the risk that required Urovant
shareholder approvals of the merger transaction will not be
obtained or that such approvals will be delayed or conditioned
beyond current expectations; risks related to the disruption of
management time from ongoing business operations due to the
proposed transaction and possible difficulties in maintaining
customer, supplier, key personnel and other strategic
relationships; and the possibility of unexpected costs, liabilities
or litigation related to the proposed transaction. Additional
risks and uncertainties related to Urovant and its business
include, but are not limited to, Urovant's dependence on the
success of its lead product candidate, vibegron, including
uncertainties regarding FDA approval; the failure to achieve the
market acceptance necessary for commercial success for vibegron or
any other product candidate; the success and cost of Urovant's
efforts to commercialize vibegron; the impact on Urovant's
business, financial results, results of operations and ongoing
clinical trials from the effects of the COVID-19 pandemic; risks
related to clinical trials, including uncertainties relating to the
success of Urovant's clinical trials for vibegron and URO-902 and
any future therapy or product candidates; uncertainties surrounding
the regulatory landscape that governs gene therapy products;
Urovant's dependence on Merck Sharp & Dohme
Corp. and Ion Channel Innovations, LLC to have
accurately reported results and collected and interpreted data
related to vibegron and URO-902 prior to Urovant's acquisition of
the rights related to these product candidates; reliance on a
single supplier for the enzyme used to manufacture vibegron; the
ability to obtain, maintain, and enforce intellectual property
protection for Urovant's technology and products; risks related to
significant competition from other biotechnology and pharmaceutical
companies; Urovant's ability to realize the anticipated benefits of
the co-promotion agreement with Sunovion in the manner or timeline
expected; and other risks and uncertainties listed in Urovant's
filings with the SEC, including under the heading "Risk
Factors" in Urovant's most recently filed Quarterly Report on Form
10-Q, as such risk factors may be amended, supplemented or
superseded from time to time by other filings with the SEC.
Given these risks and uncertainties, you should not place undue
reliance on any forward-looking statements. These forward-looking
statements are based on information available to Sumitovant as of
the date of this press release and speak only as of the date of
this release. Urovant and Sumitovant disclaims any obligation to
update these forward-looking statements, except as may be required
by law.
Media Contacts:
Sumitovant Biopharma
Mary Stutts
mary.stutts@sumitovant.com
Urovant Sciences
Ryan Kubota
ryan.kubota@urovant.com
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SOURCE Sumitovant Biopharma