4//SEC Filing
Sumitomo Pharma Co., Ltd. 4
Accession 0000899243-23-007864
CIK 0001679082other
Filed
Mar 9, 7:00 PM ET
Accepted
Mar 10, 9:17 AM ET
Size
10.4 KB
Accession
0000899243-23-007864
Insider Transaction Report
Form 4
Dainippon Sumitomo Pharma Co Ltd
10% Owner
Transactions
- Purchase
Common Shares
2023-03-10$27.00/sh+51,599,200$1,393,178,400→ 45,798,176 total(indirect: See Footnote)
Sumitovant Biopharma Ltd.
10% Owner
Transactions
- Purchase
Common Shares
2023-03-10$27.00/sh+51,599,200$1,393,178,400→ 45,798,176 total(indirect: See Footnote)
Sumitomo Chemical Co., Ltd.
10% Owner
Transactions
- Purchase
Common Shares
2023-03-10$27.00/sh+51,599,200$1,393,178,400→ 45,798,176 total(indirect: See Footnote)
Footnotes (3)
- [F1]On March 10, 2023, Sumitovant Biopharma Ltd. ("Sumitovant") acquired all of the common shares of Myovant Sciences Ltd. (the "Issuer") not previously held by it pursuant to the terms of an Agreement and Plan of Merger, dated as of October 23, 2022 (the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement", and together with the Merger Agreement, the "Merger Agreements"), entered into by and among the Issuer, Sumitovant, Zeus Sciences Ltd., a wholly owned subsidiary of Sumitovant ("Merger Sub"), and other parties thereto.
- [F2](Continued from footnote 1) Pursuant to the Merger Agreements, Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Sumitovant (the "Merger"). At the effective time of the Merger (the "Effective Time"), each common share of the Issuer outstanding immediately prior to the Effective Time (other than certain excluded shares) automatically converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes.
- [F3]Sumitovant is a wholly-owned subsidiary of Sumitomo Pharma Co., Ltd. ("Sumitomo Pharma"), which is a 51.76% owned subsidiary of Sumitomo Chemical Co., Ltd. ("Sumitomo Chemical"). Sumitomo Pharma and Sumitomo Chemical may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the reported securities that Sumitovant owns. Each of Sumitomo Pharma and Sumitomo Chemical disclaims beneficial ownership of such reported securities except to the extent of their pecuniary interest therein.
Documents
Issuer
Myovant Sciences Ltd.
CIK 0001679082
Entity typeother
IncorporatedJapan
Related Parties
1- filerCIK 0001446601
Filing Metadata
- Form type
- 4
- Filed
- Mar 9, 7:00 PM ET
- Accepted
- Mar 10, 9:17 AM ET
- Size
- 10.4 KB