--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-011046" form_type: "8-K" ticker: null cik: "0001679082" company_name: "Myovant Sciences Ltd." filed_at: "2023-03-10T23:59:59+00:00" generated_at: "2026-06-18T05:34:05.907729+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Sumitovant completes $1.7B acquisition of Myovant; shareholders receive $27.00/share ## Summary - 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. ## SEC filing metadata - accession: 0001140361-23-011046 - form_type: 8-K - cik: 0001679082 - company_name: Myovant Sciences Ltd. - filed_at: 2023-03-10T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/ny20008100x2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-011046 - JSON: https://secwatch.observer/filing/0001140361-23-011046.json - Plain text: https://secwatch.observer/filing/0001140361-23-011046.txt ## Key facts - Executive change Shigeyuki Nishinaka was appointed as director at Myovant Sciences Ltd.. - Action: appointed - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Mark Guinan departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Nancy Valente departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Myrtle Potter was appointed as director at Myovant Sciences Ltd.. - Action: appointed - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Adele Gulfo departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change David Marek departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Adele Gulfo was appointed as director at Myovant Sciences Ltd.. - Action: appointed - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Terrie Curran departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Shigeyuki Nishinaka departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Executive change Myrtle Potter departed as director at Myovant Sciences Ltd.. - Action: ceased - Role: director source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Governance Changes 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - Governance Changes 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1679082/000114036123011046/0001140361-23-011046-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.