NEW YORK, Nov. 11, 2023 /PRNewswire/ — Pomerantz LLP is investigating claims on behalf of investors of Myovant Sciences, Ltd. (“Myovant” or the “Company”) (NASDAQ: MYOV). Such investors are advised to contact Robert S. Willoughby at [email protected] or 888-476-6529, ext. 7980.
The investigation concerns whether Myovant and certain of its officers and/or directors have engaged in securities fraud or other unlawful business practices.
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On October 23, 2022, Myovant, Myovant U.S., Sumitomo Pharma Co., Ltd. (“Sumitomo Pharma”), and Sumitomo Pharma’s wholly-owned subsidiary, Sumitovant Biopharma Ltd. (“Sumitovant”), issued a joint press release (“October 23 Press Release”) announcing that Sumitovant had agreed to acquire all of the outstanding common shares of Myovant that Sumitovant did not already own for $27.00 per share in cash (“Merger Consideration”) via a merger transaction (“Merger”). On January 23, 2023, Myovant authorized the filing of a definitive proxy statement on Schedule 14A (“Proxy”) with the U.S. Securities and Exchange Commission (“SEC”). A Complaint has been filed alleging that the Proxy contained material misrepresentations and omissions that rendered the Proxy false and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9, and misled a majority of 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. Specifically, the Proxy stated that the special committee (“Special Committee”) formed by the Board to negotiate the Merger with Sumitovant retained Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) on June 28, 2022, as its legal advisor “based on, among other things, Skadden’s qualifications, experience and reputation and the absence of conflicts on the part of Skadden.” The statement in the Proxy that Skadden did not have any conflicts was false because, when Skadden was retained by the Special Committee, it was already simultaneously representing various entities affiliated with Sumitomo Pharma (the “Skadden Conflicts”). Since the experience and expertise of a legal advisor to a special committee puts the legal advisor in a position to strongly influence the choices and decision making of the committee’s members, there is a substantial likelihood that reasonable Myovant shareholders would have considered disclosure of the Skadden Conflicts—with their potential to affect the vigor of Skadden’s advocacy on behalf of the Special Committee—as significantly altering the total mix of information made available to them. Thus, Defendants were obligated to disclose the Skadden Conflicts to Myovant shareholders so that such shareholders could decide for themselves how much weight to assign to such conflicts when deciding how to vote with respect to the Merger. The Complaint further alleges that a result of the false and misleading Proxy, Myovant shareholders voted to approve the merger at a price that was less than the Company’s full and fair value.
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.
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CONTACT:
Robert S. Willoughby
Pomerantz LLP
[email protected]
888-476-6529 ext. 7980
SOURCE Pomerantz LLP
