Subsequent Events

6 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15—Subsequent Events

In October 2023, the Company’s subsidiary, Immunovant, completed an underwritten public offering of 8,475,500 shares of its common stock (including 1,526,316 shares of common stock purchased by the Company on the same terms as other investors in the offering and the full exercise of the underwriters’ option to purchase 1,105,500 additional shares of common stock) at a price to the public of $38.00 per share. Concurrent with the public offering, the Company purchased 4,473,684 shares of Immunovant’s common stock in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, at the same price per share as investors in the public offering of $38.00 per share. The net proceeds to Immunovant were approximately $466.6 million after deducting underwriting discounts and commissions, placement agent fees and offering expenses. The Company’s participation in Immunovant’s October offering resulted in an equity ownership interest in Immunovant of approximately 55%, and the Company will continue to consolidate Immunovant.

On October 22, 2023, the Company, the Company’s subsidiary Telavant Holdings, Inc. (“Telavant”), Pfizer Inc. (“Pfizer”) and Roche Holdings, Inc. (“Roche”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Roche agreed to acquire all of the issued and outstanding shares of capital stock of Telavant on the terms and subject to the conditions set forth in the Purchase Agreement (the “Roche Transaction”). Telavant holds the rights to RVT-3101, an anti-TL1A antibody in development for ulcerative colitis (“UC”) and Crohn’s disease. The Company owns 75% of the issued and outstanding shares of common stock and preferred stock of Telavant and Pfizer owns the remaining 25%, in each case on an as-converted basis.

The total consideration to be paid by Roche is comprised of (i) $7.1 billion in cash at the closing of the Roche Transaction, subject to certain customary adjustments as set forth in the Purchase Agreement, and (ii) a one-time milestone payment of $150 million in cash payable upon the initiation of a Phase 3 trial in UC, as described in more detail in the Purchase Agreement, in each case to be paid to all of Telavant’s equity holders, including holders of restricted stock units, on a pro rata basis relative to their ownership of Telavant prior to the closing of the Roche Transaction. The Company expects to receive cash proceeds of approximately $5.2 billion upon closing of the Roche Transaction and is eligible to receive approximately $110 million for its portion of a one-time milestone payment upon Phase 3 initiation in UC.

The Company is in the process of evaluating the accounting impact on the consolidated financial statements. The Roche Transaction is expected to close in the fourth quarter of calendar year 2023 or the first quarter of calendar year 2024. The closing of the Roche Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including certain regulatory approvals. The Purchase Agreement contains customary representations, warranties and covenants related to the Roche Transaction. The Purchase Agreement also includes customary termination provisions and provides that, if the Roche Transaction has not been consummated by July 23, 2024, the parties may terminate the Purchase Agreement and abandon the Roche Transaction.