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MYOV.US
id: 821, Created by Stan Vick, Scout
Myovant Sciences (MYOV) M&A Case
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S.D. New York
Court1:23-cv-08097
Case number- Myovant Sciences was acquired by Sumitovant of Sumitomo Pharma for $27.00 per share in cash via a merger transaction.
- Based on J.P. Morgan's valuations for $MYOV, Sumitovant was willing to pay $29.50 per share in a competitive bidding scenario.
- Investors suspect that they were misled in voting for a merger at a price that was less than Myovant’s full and fair value.
On October 23, 2022, Myovant and Sumitomo Pharma jointly announced that Sumitovant agreed to acquire all $MYOV stocks for $27.00 per share in cash via a merger transaction.
- Sumitovant, a wholly owned subsidiary of Sumitomo Pharma, already owned 51.76% of the Myovant common shares.
- The Proxy stated that the Merger voting was expressly conditioned on the approval of a majority of the Minority Myovant Shareholders.
Based on the valuations of Myovant conducted by J.P. Morgan, Sumitovant would have been willing to pay as high as $29.50 per share for Myovant if only the Special Committee had increased its negotiating leverage by soliciting competing bids. Instead, in consultation with Goldman and a conflicted Skadden, the Special Committee elected not to reach out to third parties, which deprived the Special Committee of negotiating leverage it could have used to secure a higher price from Sumitovant.
Taking all facts into account, Investors have reasons to suspect that Myovant and Accountables misled a majority of Minority Myovant Shareholders into voting to approve the Merger on March 1, 2023, at a price that was less than Myovant’s full and fair value.
Alleged Offence
Misleading Statements,
Failure to Disclose,
Omissions
Suspected Party
Directors,
Management,
Investment Bank,
Service Provider
Security Type
Stocks
Trade Direction
Long
Shock Event Date
20 January 2023
Filing date
13 September 2023
Lead Plaintiff Deadline
13 November 2023