8-K
filed March 10, 2023, 6:59 PM ET
CIK 0001679082
M&A
confidence high
sentiment neutral
materiality 1.00
Myovant Sciences Ltd.: M&A transaction — Sumitovant completes $1.7B acquisition of Myovant; shareholders receive $27.00/share
Myovant Sciences Ltd.
- Myovant shareholders received $27.00 per share in cash; total transaction value ~$1.7B.
- Myovant shares delisted from NYSE as of March 10, 2023; deregistration to follow.
- All Myovant directors replaced; new board consists of Adele Gulfo, Myrtle Potter, Shigeyuki Nishinaka.
- Equity awards cashed out; options and RSUs converted to cash at $27.00/share subject to exercise price.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shigeyuki Nishinaka was appointed as director at Myovant Sciences Ltd..
- Action
- appointed
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Guinan departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nancy Valente departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Myrtle Potter was appointed as director at Myovant Sciences Ltd..
- Action
- appointed
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adele Gulfo departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Marek departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adele Gulfo was appointed as director at Myovant Sciences Ltd..
- Action
- appointed
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Terrie Curran departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shigeyuki Nishinaka departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Myrtle Potter departed as director at Myovant Sciences Ltd..
- Action
- ceased
- Role
- director
Exact text from the filing
In connection with the Merger and in accordance with the Merger Agreement, effective as of, and immediately following the Effective Time, all of the members of the board of directors of the Company (consisting of Terrie Curran, Mark Guinan, Adele Gulfo, Shigeyuki Nishinaka, David Marek, Myrtle Potter and Nancy Valente, M.D.) ceased to be directors of the Company, and were replaced with members of the board of directors of Merger Sub (consisting of Adele Gulfo, Myrtle Potter and Shigeyuki Nishinaka).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Myovant Sciences Ltd.: The fifth amended and restated bye-laws were amended and restated in their entirety to be in the form of Merger Sub's bye-laws upon merger effectiveness.
- Change
- bylaw amendment
Exact text from the filing
In addition, at the Effective Time, the fifth amended and restated bye-laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the amended and restated bye-laws of Merger Sub as in effect immediately prior to the Effective Time (the "Amended and Restated Bye-Laws")
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Myovant Sciences Ltd.: The memorandum of association was amended and restated in its entirety to be in the form of Merger Sub's memorandum upon merger effectiveness.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the memorandum of association of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in substantially the form of the memorandum of association of Merger Sub as in effect immediately prior to the Effective Time (the "Memorandum of Association")
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Myovant Sciences Ltd. underwent a change of control involving Sumitovant Biopharma Ltd. for $27.00 per share in cash (closed 2023-03-10).
- Action
- change of control
- Counterparty
- Sumitovant Biopharma Ltd.
- Consideration
- $27.00 per share in cash
- Closing
- 2023-03-10
Exact text from the filing
Excluded Shares (as defined below), Sumitovant Owned Shares (as defined below) and Dissenting Shares (as defined below)) was cancelled and converted into the right to receive $27.00 per share in cash, without interest and less any applicable withholding taxes (the “Per Share Merger Consideration”); (ii) any Common Share owned by Myovant or any direct or
View on SEC.gov
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