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CUSIP: G9381B 108
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Page:
6
of 10
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This Amendment No. 1 (Amendment No. 1) amends and supplements the
statement on Schedule 13D filed by Sumitovant Biopharma Ltd. (formerly known as Vant Alliance Ltd.), a Bermuda exempted company limited by shares (Sumitovant) on January 3, 2020, filed jointly by Sumitovant, Sumitomo Chemical Co.,
Ltd., a Japanese corporation (Sumitomo Chemical) and Sumitomo Dainippon Pharma Co., Ltd., a Japanese corporation (Sumitomo Dainippon, and together with Sumitovant and Sumitomo Chemical, the Reporting Persons). The
Schedule 13D, as amended by this Amendment No. 1 (the Schedule 13D), relates to the Common Shares, par value $0.000037453 per share (Common Shares), issued by Urovant Sciences Ltd., a Bermuda exempted company (the
Issuer). Unless otherwise indicated, each capitalized term used but not defined herein has the meaning assigned to such term in the Schedule 13D.
This Amendment No. 1 is being filed jointly by the Reporting Persons.
Item 3.
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Source and Amount of Funds or Other Consideration
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The information set forth in or incorporated by reference in Item 4 of this Amendment No. 1 is incorporated herein by reference in its
entirety.
Item 4.
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Purpose of Transaction
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Item 4 is hereby supplemented by the addition of the following:
On February 19, 2020, Sumitovant purchased 103,250 Common Shares of the Issuer from certain directors and officers of the Issuer or its
affiliate at a purchase price of $13.08 per Common Share, all of which was funded through its working capital.
In addition, on
November 12, 2020, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with Sumitovant, Titan Ltd., a Bermuda exempted company limited by shares and wholly owned direct subsidiary of Sumitovant
(Merger Sub) and, solely for the purposes of providing a guaranty of Sumitovants and the Merger Subs payment obligations thereunder, Sumitomo Dainippon. The Merger Agreement provides for a transaction in which Merger Sub will
merge with and into the Issuer with the Issuer surviving as a wholly-owned subsidiary of Sumitovant (the Merger). As a result of the Merger, the outstanding Common Shares of the Issuer that are not already owned by the Reporting Persons
will be cancelled in exchange for a cash payment of $16.25 per Common Share. Sumitovant estimates that the aggregate consideration that will be payable under the Merger Agreement to the holders of the Common Shares not already owned by the Reporting
Persons and to the holders of various equity-based compensation awards is approximately $211 million. This estimate does not include transaction costs. Upon completion of the Merger, the Common Shares will be
de-listed from NASDAQ and that the registration of the Common Shares under Section 12 of the Securities Exchange Act of 1934 will be terminated.
The purpose of the Merger is for Sumitovant to acquire control of, and the entire equity interest in, the Issuer and to cause the Issuer to
become a wholly-owned subsidiary of Sumitovant.
Upon completion of the Merger (i) the directors of Merger Sub immediately prior to
the effective time of the Merger will be the directors of the Issuer as the surviving corporation, (ii) the officers of the Issuer immediately prior to the effective time of the Merger will be the officers of the Issuer as the surviving
corporation, (iii) the memorandum of association will be amended to reflect that the Issuer will become a privately held company, and the Issuers bye-laws will be replaced with those of the Merger
Sub following completion of the Merger.