View:
United States securities and exchange commission logo
December 21, 2022
Matthew Goodman
Partner
Sullivan & Cromwell LLP
125 Broad St.
New York, NY 10004
Re: Myovant Sciences
Ltd.
Preliminary
Schedule 14A
Filed December 8,
2022
File No. 001-37929
color:white;"_
Schedule 13E-3
Filed December 9,
2022 by Myovant Sciences Ltd. et al.
File No. 005-89732
Dear Matthew Goodman:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3
Background of the Merger, page 22
1. We note that the
preliminary financial projections were prepared prior to the August 5,
2022 FDA approval of
Myfembree. Please revise your disclosure to state whether the
preliminary financial
projections accounted for that approval. If not, please state whether
the projections were
updated after receiving the FDA approval.
Matthew Goodman
FirstName
Sullivan & LastNameMatthew Goodman
Cromwell LLP
Comapany21,
December NameSullivan
2022 & Cromwell LLP
December
Page 2 21, 2022 Page 2
FirstName LastName
Reasons for the Merger; Recommendation of the Special Committee and the Myovant
Board,
page 34
2. We note that the special committee considered the Goldman Sachs
presentation and
opinion. Note that if any filing person has based its fairness
determination on the analysis
of factors undertaken by others, such person must expressly adopt this
analysis and
discussion as their own in order to satisfy the disclosure obligation.
See Question 20 of
Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to
state, if true, that
the special committee adopted Goldman Sachs' analyses and conclusion
as its own.
Alternatively, revise your disclosure to include disclosure responsive
to Item 1014(b) of
Regulation M-A and to address the factors listed in instruction 2 to
Item 1014. Please
apply this comment with respect to the board of directors relative to
the special committee
and to the Purchaser Filing Persons relative to the special committee.
3. Please address how any filing person relying on the Goldman Sachs
opinion was able to
reach the fairness determination as to unaffiliated security holders
given that the fairness
opinion addressed fairness with respect to Minority Shareholders ,
rather than all security
holders unaffiliated with the company.
4. Please revise this section, as well as the correspondent sections for
the board of directors
and the Purchaser Filing Persons, to provide the disclosure listed in
instruction 2 to Item
1014 of Regulation M-A.
Opinion of Financial Advisor to the Special Committee, page 42
5. Please revise to disclose the transaction data underlying the results
described in the Premia
Analyses.
Projected Financial Information, page 62
6. We note that Myovant s projected financial information is referred
to as the Forecasts
by Goldman Sachs (page 42) and the Myovant Projections in this
section. Please revise
your proxy statement to define the projections consistently.
7. We note that Myovant prepared preliminary illustrative financial
projections, which are
referenced in the Background section for the entry on June 28, 2022.
It also appears that
such projections were later updated or replaced. Please revise your
disclosure to clarify
which projections were prepared and shared outside of Myovant. In
addition, disclose all
such sets of projections.
8. We note that you disclosed a summary of the financial projections.
Please revise your
disclosure to include the full financial projections.
Interests of Myovant's Directors and Executive Officers in the Merger, page 66
9. Revise your disclosure to include information detailing the cash
proceeds each of your
directors and officers are expected to receive for shares beneficially
owned.
Matthew Goodman
Sullivan & Cromwell LLP
December 21, 2022
Page 3
Security Ownership of Management and Certain Beneficial Owners, page 109
10. Refer to footnote 1 to the table. Given that a filing person is a
beneficial owner of the
shares listed in the table, it is inappropriate to include the
disclaimer in the last sentence of
the footnote. If the filing person has up to date information that is
different from the
disclosed information, that filing person must provide the updated
disclosure.
11. Revise footnote 1. Since the listed entity is a filing person,
disclaiming knowledge of any
changes to the beneficial ownership reported on a Schedule 13D is
inappropriate.
General
12. We note that you have requested confidential treatment for certain
exhibits. We will
review and provide comments on your request separately. All comments
concerning your
confidential treatment request must be resolved prior to mailing your
proxy statement.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Dan Duchovny at 202-551-3619.
FirstName LastNameMatthew Goodman Sincerely,
Comapany NameSullivan & Cromwell LLP
Division of
Corporation Finance
December 21, 2022 Page 3 Office of
Mergers & Acquisitions
FirstName LastName