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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. 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 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. Provides Update on its Application to the Supreme Court of British Columbia for Approval of an Interim Order and Cash Distribution to Shareholders
Prnewswire· 2025-07-23 20:51
Core Viewpoint - ESSA Pharma Inc. is moving forward with a business combination agreement with XenoTherapeutics, intending to apply for court orders to facilitate a cash distribution to shareholders prior to the transaction's closing [1][2]. Group 1: Transaction Details - The business combination involves Xeno acquiring all issued and outstanding common shares of ESSA [1]. - ESSA plans to apply for an interim order to hold a special meeting for transaction approval and a distribution order for an initial cash distribution to shareholders [1][2]. - If authorized, each ESSA shareholder is estimated to receive approximately US$1.91 per common share, excluding any contingent value rights payments [2]. Group 2: Court Hearing Information - The hearing for the court orders is scheduled for August 5, 2025, at 9:45 a.m. Pacific time at the Supreme Court of British Columbia [3]. - Individuals affected by the orders may present evidence or arguments at the hearing [4]. Group 3: Filing and Response Requirements - ESSA intends to file its Petition Record on July 31, 2025, one business day before the hearing [5]. - Response materials must be submitted to ESSA's counsel by 1:00 p.m. on July 31, 2025, to be included in the Petition Record [5]. Group 4: Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing novel therapies for prostate cancer treatment [6].
BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Monogram Technologies Inc. (Nasdaq - MGRM), Veritex Holdings, Inc. (Nasdaq - VBTX), ESSA Pharma Inc. (Nasdaq - EPIX), Waters Corporation (NYSE - WAT)
GlobeNewswire News Room· 2025-07-14 19:29
Mergers and Acquisitions - Monogram Technologies Inc. will be acquired by Zimmer Biomet Holdings, Inc. for $4.04 per share, totaling an equity value of approximately $177 million and an enterprise value of about $168 million. Shareholders may also receive a contingent value right worth up to $12.37 per share if certain milestones are met by 2030 [2] - Veritex Holdings, Inc. is set to be acquired by Huntington Bancshares Incorporated in a stock transaction where HBI will issue 1.95 shares for each Veritex share, implying a value of $33.91 per share and an aggregate transaction value of $1.9 billion [4] - ESSA Pharma Inc. will be acquired by XenoTherapeutics, Inc. for approximately $1.91 in cash per share, along with a contingent value right that could yield up to $0.06 per share within 18 months post-transaction [6] - Waters Corporation will merge with Becton, Dickinson and Company, with BD's shareholders expected to own about 39.2% and Waters' shareholders approximately 60.8% of the combined entity [8] Investigations - Investigations are ongoing regarding whether the boards of Monogram, Veritex, ESSA, and Waters breached their fiduciary duties by failing to conduct fair processes in their respective transactions and whether the deal considerations provide fair value to shareholders [2][4][6][8]
ESSA Pharma Inc. Announces Definitive Agreement to be Acquired by XenoTherapeutics, Inc., Backed by XOMA Royalty Corporation in All-Cash Transaction
Prnewswire· 2025-07-14 12:00
Core 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].
ESSA Pharma Inc. Securities Fraud Class Action Lawsuit Pending: Contact Levi & Korsinsky Before March 25, 2025 to Discuss Your Rights – EPIX
Globenewswire· 2025-03-24 09:35
Core Viewpoint - A class action securities lawsuit has been filed against ESSA Pharma Inc. due to alleged securities fraud affecting investors between December 12, 2023, and October 31, 2024 [1] Group 1: Allegations of Fraud - The complaint alleges that defendants made false statements regarding the efficacy of masofaniten in combination with enzalutamide, claiming it had no clear efficacy benefit over enzalutamide alone [2] - It is claimed that masofaniten in combination with enzalutamide was less effective in treating prostate cancer than previously communicated to investors [2] - The M-E Combination Study was unlikely to meet its prespecified Phase 2 primary endpoint, contradicting the defendants' public statements [2] - Defendants are accused of overstating masofaniten's clinical, regulatory, and commercial prospects, leading to materially false and misleading public statements [2] Group 2: Legal Process and Participation - Investors who suffered losses in ESSA Pharma Inc. during the relevant timeframe have until March 25, 2025, to request to be appointed as lead plaintiff [3] - Class members may be entitled to compensation without any out-of-pocket costs or fees, and participation does not require serving as a lead plaintiff [3] Group 3: Firm Background - Levi & Korsinsky has a history of securing hundreds of millions of dollars for shareholders and has extensive expertise in complex securities litigation [4] - The firm has been recognized in ISS Securities Class Action Services' Top 50 Report for seven consecutive years as one of the top securities litigation firms in the United States [4]
Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against ESSA, Cardlytics, Novo Nordisk, and Crocs and Encourages Investors to Contact the Firm
Globenewswire· 2025-03-21 01:00
Group 1: ESSA Pharma Inc. (NASDAQ:EPIX) - The class period for the lawsuit is from December 12, 2023, to October 31, 2024, with a lead plaintiff deadline of March 25, 2025 [2] - The complaint alleges that defendants made materially false and misleading statements regarding the efficacy of masofaniten in combination with enzalutamide for treating prostate cancer [2] - Key allegations include that the combination treatment had no clear efficacy benefit over enzalutamide alone and that the M-E Combination Study was unlikely to meet its primary endpoint [2] Group 2: Cardlytics, Inc. (NASDAQ:CDLX) - The class period for the lawsuit is from March 14, 2024, to August 7, 2024, with a lead plaintiff deadline of March 25, 2025 [3] - The lawsuit claims that defendants made false statements regarding the company's ability to increase billings in line with rising consumer engagement [3] - Allegations include that changes to Cardlytics' Ads Decision Engine led to "underdelivery" of budgets and customer billing estimates, resulting in misleading positive statements about the company's prospects [3] Group 3: Novo Nordisk A/S (NYSE:NVO) - The class period for the lawsuit is from November 2, 2022, to December 19, 2024, with a lead plaintiff deadline of March 25, 2025 [4] - The complaint alleges that defendants created a false impression of reliable information regarding the success of the phase 3 CagriSema study on obesity [4] - Key points include that the optimistic claims about achieving at least 25% weight loss were misleading and that the study's flexible protocol limited its ability to provide effective weight loss data [4] Group 4: Crocs, Inc. (NASDAQ:CROX) - The class period for the lawsuit is from November 3, 2022, to October 28, 2024, with a lead plaintiff deadline of March 24, 2025 [6] - The lawsuit alleges that defendants misrepresented the revenue growth of HEYDUDE, claiming it was driven by management's decision to stock wholesalers aggressively, regardless of retail demand [6]
EPIX FINAL DEADLINE: ROSEN, A LEADING LAW FIRM, Encourages ESSA Pharma Inc. Investors to Secure Counsel Before Important March 25 Deadline in Securities Class Action - EPIX
Globenewswire· 2025-03-14 18:19
Core Viewpoint - Rosen Law Firm is reminding investors who purchased securities of ESSA Pharma Inc. during the specified Class Period of the upcoming lead plaintiff deadline on March 25, 2025, for a class action lawsuit [1][2]. Group 1: Class Action Details - Investors who bought ESSA Pharma Inc. securities between December 12, 2023, and October 31, 2024, may be eligible for compensation without any out-of-pocket fees through a contingency fee arrangement [1]. - A class action lawsuit has already been filed, and interested parties can join by submitting a form or contacting the law firm [2][5]. - The lead plaintiff must file a motion with the Court by March 25, 2025, to represent other class members in the litigation [2]. Group 2: Law Firm Credentials - Rosen Law Firm emphasizes the importance of selecting qualified legal counsel with a successful track record in securities class actions [3]. - The firm has achieved significant settlements, including the largest securities class action settlement against a Chinese company at the time and has been ranked highly for its performance in this area since 2013 [3]. - In 2019, the firm secured over $438 million for investors, showcasing its capability in recovering funds for clients [3]. Group 3: Case Allegations - The lawsuit alleges that ESSA Pharma Inc. failed to disclose critical information regarding the efficacy of masofaniten in combination with enzalutamide, misleading investors about its effectiveness in treating prostate cancer [4]. - It is claimed that the M-E Combination Study was unlikely to meet its primary endpoint, leading to overstated clinical and commercial prospects for masofaniten [4]. - The public statements made by the defendants were deemed materially false and misleading, resulting in investor damages when the true information became public [4].
EPIX Deadline: EPIX Investors Have Opportunity to Lead ESSA Pharma Inc. Securities Fraud Lawsuit
Prnewswire· 2025-03-13 22:18
Core Viewpoint - Rosen Law Firm is reminding investors who purchased securities of ESSA Pharma Inc. during the specified Class Period of the upcoming lead plaintiff deadline for a class action lawsuit [1][2]. Group 1: Class Action Details - Investors who purchased ESSA Pharma securities between December 12, 2023, and October 31, 2024, may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [1]. - A class action lawsuit has already been filed, and interested parties can join by submitting a form or contacting the law firm [2][5]. - The deadline to move the Court to serve as lead plaintiff is March 25, 2025 [2]. Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest securities class action settlement against a Chinese company at the time [3]. - The firm was ranked No. 1 by ISS Securities Class Action Services for the number of settlements in 2017 and has consistently ranked in the top 4 since 2013, recovering hundreds of millions for investors [3]. - In 2019, the firm secured over $438 million for investors, showcasing its effectiveness in litigation [3]. Group 3: Case Allegations - The lawsuit alleges that ESSA Pharma failed to disclose critical information regarding the efficacy of masofaniten in combination with enzalutamide, leading to misleading public statements [4]. - Specific claims include that the combination treatment had no clear efficacy benefit over enzalutamide alone and was less effective in treating prostate cancer than previously stated [4]. - The lawsuit asserts that the M-E Combination Study was unlikely to meet its primary endpoint, resulting in overstated clinical and commercial prospects for masofaniten [4].