Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Each of the proposals upon which the Company's shareholders voted at the Special
General Meeting, and the final, certified results reported by the Company's
independent inspector of elections,
1. The adoption and approval of the Agreement and Plan of Merger, dated as of
October 23, 2022 (as it may be amended from time to time in accordance with its terms, the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement"), by and among the Company,Sumitovant Biopharma Ltd. ("Sumitovant"),Zeus Sciences Ltd. and, solely with respect to Article IX and Annex A of the Merger Agreement, Sumitomo Pharma Co., Ltd., and the transactions contemplated by the Merger Agreement and the Statutory Merger Agreement, including a merger, pursuant to whichZeus Sciences Ltd. will merge with and into the Company (the "Merger"), withMyovant continuing as the surviving company following the Merger as a wholly owned subsidiary of Sumitovant (the "Merger Proposal").
The voting results of the holders of the issued and outstanding common shares of the Company entitled to vote on the Merger Proposal and voting at the Special General Meeting are as follows:
For Against Abstain Broker Non-Votes 82,347,584 2,259,136 44,339 -
The voting results of the holders of the issued and outstanding common shares of the Company held by the Company's shareholders other than Sumitovant or its affiliates are as follows:
For Against Abstain Broker Non-Votes 32,306,403 2,259,136 44,339 -
The Merger Proposal was approved, receiving the affirmative vote of (i) approximately 97.32% of the Company common shares issued and outstanding and entitled to vote on the Merger Proposal and voting at the Special General Meeting (such vote, the "General Shareholder Approval") and (ii) approximately 68.45% of Company common shares issued and outstanding held by the Company's shareholders other than Sumitovant or its affiliates (such vote, the "Minority Shareholder Approval" and together with the General Shareholder Approval, the "Required Shareholder Approval").
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2. A non-binding, advisory proposal to approve specified compensation that may
become payable to the Company's named executive officers in connection with the completion of the Merger. For Against Abstain Broker Non-Votes 74,048,487 10,234,450 368,122 -
This proposal was approved, receiving the affirmative vote of approximately 87.85% of the Company common shares issued and outstanding and entitled to vote on such proposal and voting at the Special General Meeting.
3. In connection with the Special General Meeting, the Company also solicited
proxies with respect to a proposal to adjourn the Special General Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special General Meeting to approve the Merger Proposal (the "Adjournment Proposal"). Because the Required Shareholder Approval was obtained for the Merger Proposal, as noted above, the Adjournment Proposal was rendered moot and not presented.
Now that the Company's shareholders have approved the Merger Proposal, the Company expects closing of the Merger to occur within seven business days of the date hereof, subject to satisfaction of all other conditions to closing.
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