{"id":910422,"date":"2025-11-14T17:38:08","date_gmt":"2025-11-14T22:38:08","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/repare-therapeutics-enters-into-definitive-agreement-to-be-acquired-by-xenotherapeutics-inc\/"},"modified":"2025-11-14T17:38:08","modified_gmt":"2025-11-14T22:38:08","slug":"repare-therapeutics-enters-into-definitive-agreement-to-be-acquired-by-xenotherapeutics-inc","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/repare-therapeutics-enters-into-definitive-agreement-to-be-acquired-by-xenotherapeutics-inc\/","title":{"rendered":"Repare Therapeutics Enters into Definitive Agreement to be Acquired by XenoTherapeutics, Inc."},"content":{"rendered":"

<\/p>\n

Repare Therapeutics Enters into Definitive Agreement to be Acquired by XenoTherapeutics, Inc.<\/b><\/p>\n

– Each shareholder is estimated to receive US$1.82 per share plus one CVR per common share –<\/i><\/p>\n

– Transaction expected to close in the first quarter of 2026 –<\/i><\/p>\n

– Additional portfolio monetization efforts continue –<\/i><\/p>\n

– Company reports 3Q 2025 financial results –<\/i><\/p>\n

– $112.6 million in cash and cash equivalents and marketable securities as of September 30, 2025, as compared to $109.5 million at June 30, 2025 –<\/i><\/p>\n

CAMBRIDGE, Mass. & MONTREAL–(BUSINESS WIRE<\/a>)–
\nRepare Therapeutics Inc. (\u201cRepare\u201d or the \u201cCompany\u201d) (Nasdaq: RPTX), a clinical-stage precision oncology company, today announced that it has entered into a definitive arrangement agreement (the \u201cArrangement Agreement\u201d) with XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly, \u201cXeno\u201d), a non-profit biotechnology company, pursuant to which Xeno will acquire (the \u201cTransaction\u201d) all of the issued and outstanding common shares of Repare (the \u201cCommon Shares\u201d).<\/p>\n

\nUnder the terms of the Arrangement Agreement, Repare shareholders will receive a cash payment per Common Share that will be determined based upon Repare\u2019s cash balance at closing of the Transaction (the \u201cClosing\u201d) after deducting certain transaction costs and the aggregate amount of outstanding liabilities (the \u201cClosing Net Cash Amount\u201d). Based on Repare\u2019s current estimates of the Closing Net Cash Amount and the expected timing for Closing, it is currently estimated that each Repare shareholder will receive a cash payment of US$1.82 per Common Share at Closing. In addition, each Repare shareholder will also receive one non-transferable contingent value right (each, a \u201cCVR\u201d) for each Common Share that entitles the holder to receive certain cash payments, including:<\/p>\n

    \n
  1. \n100% of certain additional receivables that may be received by Repare within ninety (90) days following the Closing (net of certain permitted deductions incurred in connection therewith);<\/p>\n<\/li>\n
  2. \nA percentage of the net proceeds received from Repare\u2019s existing partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics, as follows: (i) 90% received from the Closing date until the 2nd anniversary thereof, (ii) 85% received from the 2nd anniversary of the Closing date until the 4th anniversary of the Closing date, (iii) 80% received from the 4th anniversary of the Closing date until the 6th anniversary of the Closing date, and (iv) 75% received from the 6th anniversary of the Closing date until the 10th anniversary of the Closing date;<\/p>\n<\/li>\n
  3. \n100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare\u2019s product candidates and\/or intellectual property related to Repare\u2019s RP-1664 program, RP-3500 (Camonsertib) program, or any other license or disposition of Repare\u2019s product candidates or research programs if such license or disposition is entered into prior to the Closing date;<\/p>\n<\/li>\n
  4. \n100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare\u2019s Pol\u03b8 program, RP-3467, to any person with whom negotiations were initiated prior to the Closing date; and<\/p>\n<\/li>\n
  5. \n50% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare\u2019s product candidates and\/or intellectual property that occurs within 10 years following the Closing date if such license or disposition is entered into following the Closing date.<\/p>\n<\/li>\n<\/ol>\n

    \nAs permitted under the Arrangement Agreement, Repare continues to endeavor to license or dispose of its product candidates and\/or intellectual property related to its (i) RP-3467 and Pol\u03b8 program, (ii) RP-1664 program, (iii) RP-3500 (Camonsertib) program, and\/or (iv) any other of the Company\u2019s product candidates or research programs. Cash proceeds that may be received prior to Closing with respect to any such transaction would increase the estimated Closing Net Cash Amount and, therefore, would also increase the cash payment to be received by Repare shareholders at Closing.<\/p>\n

    \n\u201cFollowing a thorough and wide-ranging strategic review of potential opportunities, partnerships and transactions aimed at maximizing shareholder value, Repare\u2019s Board of Directors has unanimously determined that the Transaction is in the best interests of Repare and its various stakeholders\u201d said Steve Forte, President, Chief Executive Officer and Chief Financial Officer of Repare. \u201cThe Transaction provides a cash payment to shareholders and the opportunity for continued participation in milestones and royalties from existing and potential future partnerships. On behalf of the Company, I would like to acknowledge and thank our employees for their dedication and exceptional service.\u201d<\/p>\n

    Transaction Details<\/b><\/p>\n

    \nThe Transaction will be implemented by way of court-approved plan of arrangement under the Business Corporations Act<\/i> (Qu\u00e9bec) and will require the approval of at least: (i) 66 \u2154% of the votes cast by Repare shareholders; and (ii) a majority of the votes cast by Repare shareholders excluding votes held by certain \u201cinterested parties\u201d required to be excluded pursuant to Multilateral Instrument 61-101, at a special meeting to be held to consider and approve the Transaction (the \u201cSpecial Meeting\u201d). In addition to shareholder approval, the Transaction is subject to the approval of the Superior Court of Qu\u00e9bec and other customary closing conditions. The Transaction is expected to close in the first quarter of 2026.<\/p>\n

    \nThe Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of the Company and a right for Xeno to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of US$2.0 million, payable by the Company under certain circumstances, including in connection with the Company\u2019s entry into a definitive agreement with respect to a Superior Proposal. Each of the directors and senior officers of the Company, who currently collectively own approximately 0.25% of the outstanding Common Shares, have entered into support and voting agreements pursuant to which they have agreed to vote all of the securities beneficially owned by them in favor of the Transaction.<\/p>\n

    \nFollowing completion of the Transaction, Repare will become a privately held company, and the Common Shares are expected to be delisted from the Nasdaq Global Select Market. Repare will also apply to cease to be a reporting issuer under Canadian securities laws and to deregister the Common Shares under the United States Securities Exchange Act of 1934, as amended.<\/p>\n

    Board of Directors and Transaction Committee Recommendations<\/b><\/p>\n

    \nA transaction committee composed entirely of independent directors of Repare (the \u201cTransaction Committee\u201d) unanimously recommended entering into the Arrangement Agreement to Repare\u2019s Board of Directors (the \u201cBoard\u201d). The Board has evaluated the Arrangement Agreement with Repare\u2019s management, legal and financial advisors and, following the receipt and review of the unanimousrecommendation from the Transaction Committee and the opinion of the Transaction Committee\u2019s financial advisors, the Board has unanimously approved the Transaction and determined that the Transaction is in the best interest of Repare. The Board will unanimously recommend that shareholders vote in favor of the Transaction at the Special Meeting.<\/p>\n

    \nFurther information regarding the Transaction will be included in the management proxy statement that will be prepared, filed and mailed to Repare shareholders in advance of the Special Meeting (the \u201cProxy Statement\u201d). Copies of the Arrangement Agreement and the Proxy Statement will be available under Repare\u2019s profile on SEDAR+ and on EDGAR. The description of the Transaction in this news release does not purport to be complete and is subject to, and qualified in its entirety by reference to, the contents of the Arrangement Agreement. Shareholders are encouraged to carefully review the Proxy Statement when it becomes available.<\/p>\n

    Advisors<\/b><\/p>\n

    \nLeerink Partners is acting as the exclusive financial advisor to Repare. Cooley LLP and Stikeman Elliott LLP are acting as legal counsel to Repare. Blake, Cassels & Graydon LLP and Gibson, Dunn & Crutcher LLP are acting as legal counsel to Xeno. XOMA Royalty is acting as structuring agent and providing funding to Xeno. RBC Capital Markets, LLC is acting as financial advisor to XOMA Royalty.<\/p>\n

    Third Quarter 2025 Portfolio Update:<\/b><\/p>\n