Exhibit 99.1
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Urovant Sciences Majority Shareholder, Roivant Sciences, and Sumitomo Dainippon
Pharma Complete Transaction for Strategic Alliance
IRVINE, Calif. and BASEL, Switzerland, December 30, 2019/Business Wire – Urovant Sciences (Nasdaq: UROV) (“Urovant”),announced today that its majority shareholder, Roivant Sciences Ltd. (“Roivant”), and Sumitomo Dainippon Pharma Co., Ltd. (TSE: 4506) (“Sumitomo Dainippon Pharma”), a leading global Japanese pharmaceutical company, have completed their transaction that creates a significant, multi-national Sumitomo Dainippon Pharma-Roivant Alliance (“Alliance”), including the transfer of Roivant’s ownership interests in Urovant, as well as four additional biopharmaceutical “Vant” companies, to the Alliance. The Alliance will operate as Sumitovant Biopharma Ltd., a newly-formed subsidiary of Sumitomo Dainippon Pharma. Sumitovant is committed to supporting Urovant in its mission to develop and commercialize innovative therapies for urologic conditions.
In connection with the completion of the transaction, Urovant entered into a loan agreement with Sumitomo Dainippon Pharma whereby Sumitomo Dainippon Pharma will provide Urovant with a $300 million, low interest, interest-only, five-year term loan facility, with no repayments due until the end of the term. Sumitomo Dainippon Pharma also expects to continue to support Urovant through profitability.
Sumitomo Dainippon Pharma plans to support the commercialization of vibegron by providing access to its U.S. commercial infrastructure, including drug distribution, operations and managed care support.
In addition, Urovant and Sumitomo Dainippon Pharma entered into an investor rights agreement that grants customary registration and information rights to Sumitomo Dainippon Pharma and provides certain protections for Urovant’s minority shareholders for as long as Sumitomo Dainippon Pharma holds between 50% and 90% of Urovant’s outstanding voting power. These protections include the following requirements: 1) any transaction that would increase Sumitomo Dainippon Pharma’s beneficial ownership to over 80% requires approval by the majority of the minority shareholders; 2) a minimum of three independent directors on the Urovant Board, who can only be removed by a majority of the minority shareholders; 3) Urovant’s Audit Committee must be comprised solely of independent directors; and 4) the Audit Committee must approve any related-party transaction between Sumitomo Dainippon Pharma and Urovant in accordance with Urovant’s Related Person Transactions Policy.
“We are excited about the new Alliance, the potential benefits it brings to Urovant, and the future of our company,” said Keith Katkin, Chief Executive Officer of Urovant. “As we prepare to file our New Drug Application for vibegron, access to Sumitomo Dainippon Pharma’s deep commercial expertise and ongoing financial commitment will help us ensure an effective launch of vibegron, if approved by the FDA. In addition, the shareholder rights agreement demonstrates Sumitomo Dainippon Pharma’s alignment with many of our investors and shows their commitment and dedication to building Urovant into a leading urology specialty company.
