XenoTherapeutics to acquire Repare Therapeutics for $1.82 p/s plus one CVR

Repare Therapeutics (RPTX) announced that it has entered into a definitive arrangement agreement with XenoTherapeutics and Xeno Acquisition Corp., a non-profit biotechnology company, pursuant to which Xeno will acquire all of the issued and outstanding common shares of Repare. Under the terms of the Arrangement Agreement, Repare shareholders will receive a cash payment per Common Share that will be determined based upon Repare’s cash balance at closing of the Transaction after deducting certain transaction costs and the aggregate amount of outstanding liabilities. Based on Repare’s 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 $1.82 per Common Share at Closing. In addition, each Repare shareholder will also receive one non-transferable contingent value right for each Common Share that entitles the holder to receive certain cash payments, including: 100% of certain additional receivables that may be received by Repare within ninety days following the Closing; A percentage of the net proceeds received from Repare’s 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; 100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare’s product candidates and/or intellectual property related to Repare’s RP-1664 program, RP-3500 (Camonsertib) program, or any other license or disposition of Repare’s product candidates or research programs if such license or disposition is entered into prior to the Closing date; 100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare’s Pol program, RP-3467, to any person with whom negotiations were initiated prior to the Closing date; and 50% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare’s 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. The Transaction is expected to close in the first quarter of 2026.