Repare Therapeutics Enters into Definitive Agreement to be Acquired by XenoTherapeutics, Inc.

Core Points - Repare Therapeutics has entered into a definitive agreement to be acquired by XenoTherapeutics, with shareholders expected to receive approximately US$1.82 per share plus one contingent value right (CVR) for each common share [1][2][5] - The transaction is anticipated to close in the first quarter of 2026, subject to shareholder and court approvals [6][8] - Repare is actively pursuing additional monetization efforts for its product candidates and intellectual property [3][4] Transaction Details - Each Repare shareholder will receive a cash payment based on the company's cash balance at the time of closing, estimated at US$1.82 per share [2] - Shareholders will also receive a CVR that entitles them to additional cash payments based on future revenues from existing partnerships and potential licensing agreements [3][4] - The transaction requires approval from at least 66% of voting shareholders and a majority excluding certain interested parties [6][7] Financial Results - As of September 30, 2025, Repare reported cash and cash equivalents of $112.6 million, an increase from $109.5 million as of June 30, 2025 [17] - Revenue from collaboration agreements for the three months ended September 30, 2025, was $11.6 million, compared to nil for the same period in 2024 [17] - The company reported a net income of $3.3 million for the three months ended September 30, 2025, compared to a net loss of $34.4 million for the same period in 2024 [17][26] Board and Advisory Recommendations - The Board of Directors unanimously approved the transaction, determining it to be in the best interest of Repare and its stakeholders [5][9] - A transaction committee of independent directors recommended entering into the agreement after thorough evaluation [9] Future Implications - Following the completion of the transaction, Repare will become a privately held company, and its shares will be delisted from the Nasdaq [8] - The company plans to cease being a reporting issuer under Canadian securities laws and deregister its shares under U.S. securities laws [8]