O’Melveny Represents Urovant in Its Sale to SumitovantNovember 17, 2020 FOR IMMEDIATE RELEASE
SILICON VALLEY—November 16, 2020—O’Melveny advised the special committee of Urovant Sciences’ board of directors in Urovant’s US$681 million definitive merger agreement with Sumitovant Biopharma.
According to the terms of the deal, Sumitovant will acquire the outstanding shares of Urovant common stock not already owned by Sumitovant for US$16.25 per share in cash. Sumitovant currently owns approximately 72 percent of the outstanding shares of Urovant common stock.
Urovant is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for urologic conditions. Sumitovant is a global biopharmaceutical company with offices in New York City and London.
The cross-practice O’Melveny team was led by Corporate partner Mark Peterson, counsel Noah Kornblith and Cem Surmeli (M&A), and associate Mollie Yeh. Also advising on the deal were partners Andrew Dolak (intellectual property), Chris Del Rosso (executive compensation), Bob Fisher (tax), Shelly Heyduk (corporate governance), and Jennifer Taylor (corporate finance), as well as counsel Aaron Cha and associate John Chong.
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The following release was issued by Sumitovant:
Sumitovant Biopharma and Urovant Sciences Announce Sumitovant's Acquisition of Remaining Stake in Urovant
- Sumitovant Biopharma to acquire all outstanding shares of Urovant it does not already own
- Transaction increases Urovant's ability to provide patient therapies and achieve commercial success as it prepares to launch its first potential therapy, vibegron, for the treatment of patients with overactive bladder (OAB)
- Agreement unanimously recommended by Special Committee of Urovant Independent Directors
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.