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ESSA Securityholders Approve Acquisition by XenoTherapeutics
Prnewswire· 2025-10-06 21:14
Core Viewpoint - ESSA Pharma Inc. has received overwhelming approval from its Securityholders for the acquisition by XenoTherapeutics Inc. through a statutory plan of arrangement, indicating strong support for the Transaction [1][2]. Group 1: Shareholder Approval - The special resolution for the Arrangement was approved by 99.83% of votes cast by Shareholders present at the Meeting [2]. - 99.85% of votes from all Securityholders, including those holding options and warrants, also supported the Arrangement [2]. - Excluding certain votes, 99.48% of Shareholders present voted in favor of the Arrangement [2]. Group 2: Additional Approvals - Shareholders approved the compensation for named executive officers related to the Arrangement with 99.51% support [3]. - In case the Arrangement is terminated, 99.77% of Shareholders voted for voluntary liquidation and dissolution of the Company [3]. - The appointment of PricewaterhouseCoopers LLP as the liquidator was authorized by 99.79% of votes cast [3]. Group 3: Next Steps - The Arrangement is pending approval from the Supreme Court of British Columbia, with a hearing scheduled for October 7, 2025 [4]. - Completion of the Arrangement is anticipated around October 9, 2025 [4]. Group 4: Company Background - ESSA Pharma Inc. focuses on developing novel therapies for prostate cancer treatment [5]. - XenoTherapeutics Inc. is a non-profit biotechnology company based in Massachusetts, dedicated to advancing xenotransplantation [6].
ESSA Pharma Inc. (EPIX) Shareholder/Analyst Call Prepared Remarks Transcript
Seeking Alpha· 2025-10-03 22:22
Meeting Overview - The special meeting of security holders of ESSA Pharma, Inc. is being held virtually, allowing participation through the Computershare platform [1][2] - David Parkinson serves as the President and CEO of ESSA and is acting as the Chair of the meeting [2] Voting Procedures - Voting will be conducted electronically via the Computershare system, with only registered shareholders, option holders, warrant holders, and registered proxy holders eligible to vote [3] - Votes cast during the meeting will override any previously submitted proxy votes, and attendees registered as guests cannot participate in voting or motions [3]
ESSA Pharma (EPIX) - 2025 FY - Earnings Call Transcript
2025-10-03 22:02
Financial Data and Key Metrics Changes - The meeting discussed the approval of a plan of arrangement involving the company and other entities, which requires a significant majority of votes cast by shareholders [9][10] - The company confirmed that requisite approvals were obtained for the arrangement resolution, liquidation resolution, and liquidator resolution [24] Business Line Data and Key Metrics Changes - The meeting included a non-binding advisory resolution regarding compensation for named executive officers related to the arrangement, which was also approved by shareholders [25] Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting Company Strategy and Development Direction and Industry Competition - The company is pursuing a plan of arrangement that involves a business combination with other entities, indicating a strategic move towards consolidation and potential growth opportunities [9][10] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting Other Important Information - The meeting was conducted virtually, allowing security holders to participate and vote electronically [2][4] - The voting results will be posted on the company's SEDAR+ profile after the meeting [25] Q&A Session Summary Question: Are there any questions regarding the arrangement resolution? - No questions were submitted during the discussion of the arrangement resolution [13] Question: Are there any questions regarding the non-binding advisory resolution? - No questions were submitted during the discussion of the non-binding advisory resolution [17] Question: Are there any questions regarding the liquidation resolution? - No questions were submitted during the discussion of the liquidation resolution [20] Question: Are there any questions regarding the liquidator resolution? - No questions were submitted during the discussion of the liquidator resolution [23] Question: Is there any further business to discuss? - No further business was raised, and the meeting was declared terminated [25]
ESSA Pharma (EPIX) - 2025 FY - Earnings Call Transcript
2025-10-03 22:02
Financial Data and Key Metrics Changes - The meeting discussed the approval of a plan of arrangement under Section 288 of the Business Corporations Act of British Columbia, which requires at least 66.67% of votes cast by shareholders present in person or represented by proxy [10] - The company confirmed that a quorum was present for the transaction of business, with at least 33.33% of the issued shares entitled to vote [8] Business Line Data and Key Metrics Changes - The meeting included a non-binding advisory resolution regarding compensation for the company's named executive officers, which is based on or relates to the arrangement [12] Market Data and Key Metrics Changes - The company is considering a voluntary liquidation and dissolution if the arrangement resolution is not approved, indicating a significant strategic shift [15] Company Strategy and Development Direction - The company is pursuing a business combination agreement involving multiple entities, which reflects a strategic move to enhance its market position [9] Management's Comments on Operating Environment and Future Outlook - Management indicated that the voting results for all resolutions would be posted on the company's SEDAR Plus profile, ensuring transparency and communication with shareholders [22] Other Important Information - The meeting was conducted virtually, allowing security holders to participate and vote through the Computershare platform, which reflects the company's commitment to shareholder engagement [2][4] Q&A Session Summary Question: Are there any questions regarding the arrangement resolution? - No questions were raised during the discussion of the arrangement resolution [11] Question: Are there any questions regarding the non-binding advisory resolution? - No questions were raised during the discussion of the non-binding advisory resolution [15] Question: Are there any questions regarding the liquidation resolution? - No questions were raised during the discussion of the liquidation resolution [18] Question: Are there any questions regarding the liquidator resolution? - No questions were raised during the discussion of the liquidator resolution [21]
ESSA Pharma (EPIX) - 2025 FY - Earnings Call Transcript
2025-10-03 22:00
Financial Data and Key Metrics Changes - The meeting discussed the approval of a special resolution for a plan of arrangement involving the company and other entities, which requires at least 66.67% of votes cast by shareholders [10][11] - The company confirmed that requisite approvals were obtained for the arrangement resolution, liquidation resolution, and liquidator resolution [19] Business Line Data and Key Metrics Changes - The meeting included a non-binding advisory resolution regarding compensation for named executive officers related to the arrangement, which was also approved by shareholders [19] Market Data and Key Metrics Changes - No specific market data or key metrics changes were discussed during the meeting Company Strategy and Development Direction and Industry Competition - The company is pursuing a business combination agreement with Zenotherapeutics Incorporated and Zeno Acquisition Incorporated, indicating a strategic move towards consolidation and potential growth [10][11] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during this meeting Other Important Information - The meeting was conducted virtually, allowing security holders to participate and vote electronically [2][4] - Voting results will be posted on the company's SEDAR Plus profile after the meeting [19] Q&A Session All Questions and Answers Question: Are there any questions regarding the arrangement resolution? - No questions were submitted during the voting periods for the arrangement resolution [12][14][16][18]
ESSA Pharma Inc. Provides Update on its Application to the Supreme Court of British Columbia for Amended Interim Order
Prnewswire· 2025-09-30 20:30
Core Viewpoint - ESSA Pharma Inc. is progressing with its Business Combination Agreement with XenoTherapeutics Inc., receiving an amended Interim Order from the Supreme Court of British Columbia to facilitate the transaction [1][2]. Group 1: Transaction Details - The amended Interim Order approves the date for ESSA's Special Meeting on October 3, 2025, and sets the deadline for dissent notices on October 1, 2025 [2]. - The Court hearing for the approval of the Arrangement is scheduled for October 7, 2025, with a deadline for responses from attendees by October 3, 2025 [2]. - ESSA's Special Meeting will be held online at 2:00 p.m. (Pacific Time) on October 3, 2025, via a live interactive webcast [3]. Group 2: Company Background - ESSA Pharma Inc. focuses on developing novel therapies for prostate cancer treatment [4]. - XenoTherapeutics Inc. is a non-profit biotechnology company dedicated to advancing xenotransplantation through research and public education [5].
ESSA Pharma cuts shareholder payout in revised Xeno deal (EPIX:NASDAQ)
Seeking Alpha· 2025-09-24 10:35
Core Insights - ESSA Pharma's stock dropped over 18% in premarket trading following a revision of its merger terms with XenoTherapeutics, which resulted in a lower expected payout for shareholders due to potential liabilities and updated cash estimates [1] Group 1 - The merger agreement has been amended, impacting the expected shareholder payout [1] - The revision was prompted by potential liabilities that could affect the financial outlook of the merger [1] - Updated cash estimates have also contributed to the changes in the merger terms [1]
ESSA Pharma Inc. Amends Agreement with XenoTherapeutics
Prnewswire· 2025-09-24 10:00
Core Points - ESSA Pharma Inc. has amended its Business Combination Agreement with XenoTherapeutics Inc., resulting in revised cash distributions for shareholders [1][2] - Shareholders are now expected to receive approximately $0.12 per share in cash, plus a contingent value right (CVR) that could yield up to $0.14 per share, totaling potential distributions of approximately $6.7 million depending on certain liabilities [2][3] - The special meeting for shareholders has been adjourned to October 3, 2025, to allow time for consideration of the amended agreement [4][5][6] Financial Details - The initial cash distribution to shareholders was approximately $1.69 per share, which was lower than the previously estimated $1.91 per share [2][3] - The CVR represents a right to receive additional payments based on the outcome of certain contingent liabilities, potentially increasing total shareholder returns [2] Legal and Procedural Updates - ESSA intends to apply to the Supreme Court of British Columbia to amend the interim order related to the special meeting and set new deadlines for dissent notices and court hearings [4] - Supplemental proxy materials reflecting the revised terms will be filed by ESSA in due course [7] Advisory Information - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [8]
Essa Pharma Inc. to Adjourn Special Meeting to September 29, 2025
Prnewswire· 2025-09-10 10:00
Core Viewpoint - ESSA Pharma Inc. has announced the adjournment of a special meeting to allow for further discussions regarding the financial terms of its transaction with XenoTherapeutics, Inc. [1][2] Group 1: Special Meeting Details - The special meeting, originally scheduled for September 10, 2025, will now take place on September 29, 2025, at 2:00 p.m. Pacific Time, and will be conducted online [3]. - Shareholders who have already voted do not need to take any further action at this time [3]. Group 2: Transaction Overview - The transaction involves XenoTherapeutics acquiring all issued and outstanding common shares of ESSA [1]. - Discussions are ongoing regarding the estimated cash forecast and the upfront cash available for distribution to shareholders in the transaction [2]. Group 3: Legal Proceedings - The approval hearing for the transaction, initially set for September 12, 2025, has been postponed, with a new date to be announced [4]. Group 4: Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing novel therapies for prostate cancer [5].
Essa Pharma Inc. Clarifies Nasdaq Due Bill Trading for Previously Announced Cash Distribution
Prnewswire· 2025-08-25 19:54
Core Viewpoint - ESSA Pharma Inc. announced a return of capital distribution totaling US$80 million to its shareholders as part of its winding-up process following a transaction with XenoTherapeutics, Inc. [1] Group 1: Distribution Details - The distribution amount per common share is approximately $1.6910318, paid on August 22, 2025 [1] - The ex-dividend date for the distribution is set for August 25, 2025, which is the first business day after the payment date [1] - The Due Bill Period was incorrectly stated in a previous press release; the correct period is from August 19, 2025, to August 22, 2025 [2] Group 2: Company Background - ESSA Pharma Inc. is a pharmaceutical company that previously focused on developing therapies for prostate cancer [3]