INTRODUCTORY NOTE
On March 29, 2021, Urovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”) completed the previously announced merger (the “Merger”) whereby Titan Ltd., a Bermuda exempted company limited by shares (“Merger Sub”), merged with and into the Company, the separate corporate existence of Merger Sub ceased and the Company continued as the surviving company in the Merger (the “Surviving Company”), becoming a wholly owned subsidiary of Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Parent”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of November 12, 2020 (the “Merger Agreement”), by and among the Company, Parent, Merger Sub and, solely with respect to Section 9.13 of the Merger Agreement, Sumitomo Dainippon Pharma Co., Ltd. The Merger became effective on March 29, 2021 (the “Effective Time”) pursuant to the Certificate of Merger that was issued by the Registrar of Companies in Bermuda.
Item 2.01. Completion of Acquisition or Dispositive of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each issued and outstanding common share, par value $0.000037453 per share, of the Company (each, a “Common Share”) (other than (i) Common Shares owned by the Company as treasury shares and Common Shares owned directly by any direct or indirect wholly owned subsidiary of the Company, (ii) Common Shares owned directly by Parent (which remained outstanding and became common shares of the Surviving Company at the Effective Time), and (iii) Common Shares held by dissenting shareholders who are entitled to and properly demand an appraisal of their Common Shares pursuant to Bermuda law) was cancelled, was no longer outstanding, and automatically ceased to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Common Shares and each holder of evidence in book-entry form that immediately prior to the Effective Time represented any such Common Shares, ceased to have any rights with respect thereto, except the right to receive $16.25 in cash, without interest, in respect of each such Common Share (the “Per Share Merger Consideration”).
Effective as of immediately prior to the Effective Time, each then-outstanding and unexercised option to purchase Common Shares (“Company Option”) under the Company’s 2017 Equity Incentive Plan as amended and restated (the “Company Share Plan”) (whether vested or unvested) was cancelled and the holder thereof became entitled to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per Common Share of such Company Option, multiplied by (ii) the total number of Common Shares subject to such Company Option. Each unexercised Company Option, whether vested or unvested, with an exercise price equal to or greater than the Per Share Merger Consideration was cancelled immediately prior to the Effective Time without consideration therefor.
Effective as of immediately prior to the Effective Time, the only then outstanding and unexercised right to receive the appreciation on Common Shares granted under the Company Share Plan, which was granted to James Robinson on March 23, 2020 (the “SAR”), was cancelled, and Mr. Robinson became entitled to receive an amount (subject to any applicable withholding tax) in cash, without interest, equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the applicable strike price per Common Share of the SAR, multiplied by (ii) the total number of Common Shares subject to the SAR.
Effective as of immediately prior to the Effective Time, each (i) then-outstanding time-based restricted share unit granted under the Company Share Plan and (ii) Common Share granted under the Company Share Plan that is subject to a restriction on transfer that lapses at the end of a specified period or periods, in each case, whether vested or unvested, that had not been settled in Common Shares prior to the Effective Time was cancelled and the holder thereof became entitled to receive a single lump sum cash payment, without interest, equal to (A) the Per Share Merger Consideration, less (B) any applicable withholding for taxes.
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2020, and the terms of which are incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
