This action stems from a proposed transaction announced on October 23, 2020, pursuant to which Sumitovant Biopharma Ltd. agreed to acquire all of the outstanding common shares of Myovant Sciences, Ltd. that Sumitovant did not already own for $27.00 per share in cash via a merger transaction.

Myovant is a biopharmaceutical company that has developed and commercialized drugs to treat prostate cancer in men, and uterine fibroids and endometriosis in women.

On January 23, 2023, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omitted material information with respect to the Proposed Transaction, rendering the Proxy Statement false and misleading. This action seeks damages from Defendants arising from their allegedly false statements in the Proxy.

Myovant shareholders voted in favor of the Merger on March 1, 2023, and on March 10, Sumitovant announced the successful completion of the acquisition.