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ESSA Pharma Inc. (EPIX) released additional proxy-soliciting materials (DEFA14A) describing a Business Combination Agreement dated 13 July 2025 under which Xeno Acquisition Corp., a subsidiary of XenoTherapeutics, will acquire all outstanding ESSA common shares via a British Columbia court-approved plan of arrangement.
Consideration: Each shareholder will receive (i) a cash payment equal to ESSA’s net cash at 12:01 a.m. Vancouver time on closing, less a US$4 million transaction fee, liabilities reserve and expenses, divided by outstanding shares (the “Cash Amount”), and (ii) one non-transferable contingent value right (CVR). The CVR could pay up to (a) US$2.8 million minus legal costs incurred within 18 months and (b) US$150 000 minus additional liabilities. Management currently estimates the combined initial distribution and closing cash at ≈US$1.90 per share, exclusive of any CVR proceeds.
- In-the-money options and warrants will be cashed out for the Cash Amount minus exercise price plus one CVR; all options are expected to be out-of-the-money at closing and will be cancelled without payment.
- ESSA will delist from Nasdaq and deregister under the U.S. Exchange Act; the company will also seek to cease reporting in British Columbia, Alberta and Ontario.
- A special meeting to vote on the arrangement must occur on or before 8 September 2025; closing is targeted for 2H 2025 and within three business days of the final court order.
- Deal failure would leave shareholders without consideration, while ESSA would continue to pursue a wind-up and could owe a US$2.5 million termination fee.
- Registered shareholders may exercise dissent rights; U.S. and Canadian tax summaries, meeting logistics and detailed procedures will appear in the forthcoming circular.
Key risks: completion uncertainty, variable cash amount, non-transferable CVRs, delisting/loss of future upside, and litigation or regulatory delays.