Sumitovant Biopharma Ltd., owned by Sumitomo Pharma Co., Ltd., announced late Sunday a definitive agreement to acquire the remaining stake in Myovant Sciences (MYOV) not already owned by Sumitovant for $27.00 per share in cash.
The total transaction value of the deal will be $1.7 billion, and a total company value will be $2.9 billion, both on a fully diluted basis. Sumitovant currently beneficially owns 52% of shares of Myovant.
The transaction is anticipated to close in the first quarter of 2023, subject to customary closing conditions.
Upon completion of the acquisition, Myovant will become a unit of Sumitovant and its shares will no longer be listed on the New York Stock Exchange.
The purchase price represents a premium of around 50% to Myovant's closing share price on September 30, 2022, the last day of trading prior to Sumitovant's initial non-binding proposal. It also represents a premium of around 55% to the 60-day volume weighted average price of Myovant's shares through September 30.
The agreement has been approved by the boards of Sumitovant and Sumitomo Pharma, and recommended by a Special Committee of Myovant directors.
Hiroshi Nomura, CEO of Sumitomo Pharma, said, "Myovant's two products, ORGOVYX and MYFEMBREE have substantial potential. We believe the combination of Sumitovant and Myovant will strengthen Myovant's product capabilities and help continue to deliver innovative therapies addressing unmet patient needs in prostate cancer and women's health."
The transaction is not subject to a financing condition.
In the deal, J.P. Morgan Securities LLC is serving as financial advisor to Sumitovant and Sumitomo Pharma. Goldman Sachs & Co. LLC is serving as financial advisor to Myovant.
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