Prnewswire·2025-07-14 12:00Core Viewpoint - ESSA Pharma Inc. has entered into a definitive agreement with XenoTherapeutics, Inc. for Xeno to acquire all outstanding common shares of ESSA, with the transaction expected to close in the second half of 2025 [1][5]. Transaction Details - ESSA shareholders will receive a cash payment per common share based on ESSA's cash balance at closing, with an estimated total of approximately US$1.91 per common share, excluding contingent value rights (CVR) [2][3]. - Each ESSA shareholder will also receive one non-transferable CVR for each common share, entitling them to a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the transaction's close [2]. - The transaction requires approval from at least 66⅔% of votes cast by ESSA shareholders and securityholders, as well as court approval [5]. Company Strategy - The ESSA Board of Directors believes that the agreement with Xeno and XOMA Royalty maximizes shareholder value and provides a more certain value compared to liquidation [4]. - The transaction is structured to expedite cash distribution to shareholders, with an initial cash distribution application to be made to the Supreme Court of British Columbia [3]. Advisory and Support - 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 [9]. - The transaction committee, composed of independent directors, unanimously recommended the agreement to the Board, which has also approved the transaction [7][8]. Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing therapies for prostate cancer [10]. - XenoTherapeutics, Inc. is a non-profit biotechnology company focused on advancing xenotransplantation [11]. - XOMA Royalty Corporation is a biotechnology royalty aggregator that supports biotech companies by acquiring future economic rights [12].