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Esperion Therapeutics, Inc. is removing its common stock from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies that it has complied with its rules and the applicable provisions of 17 CFR 240.12d2-2 to strike this class of securities from listing and/or withdraw its registration.
Esperion Therapeutics, Inc. completed its previously announced merger with Essence Parent Inc., with Esperion becoming a wholly owned subsidiary. Each outstanding share of common stock was converted into the right to receive $3.16 in cash plus one contingent value right (CVR) per share.
Each CVR entitles holders to their pro rata share of contingent cash payments of up to $100 million in aggregate upon achievement of specified milestones. Total cash consideration paid by Parent was approximately $1.1 billion, funded by equity contributions and debt financing under a new Loan Agreement, and accompanied by CVR issuance.
The company’s 5.75% Convertible Senior Subordinated Notes due 2030 are now convertible into $1,032.68 in cash plus 326.7974 CVRs per $1,000 principal amount, or $1,232.62 plus 390.0701 CVRs in connection with a Make-Whole Fundamental Change. Esperion notified Nasdaq of the merger, requested delisting of its common stock, and plans to terminate its Exchange Act reporting obligations.
Esperion Therapeutics, Inc. reported the results of a special stockholder meeting held on July 8, 2026. Stockholders approved the Agreement and Plan of Merger with Essence Parent Inc., under which Esperion will become a wholly owned subsidiary of Parent through a merger with Essence MergerCo Inc., subject to closing conditions.
Of 257,693,347 shares entitled to vote, 158,573,615 shares (61.53%) were represented, establishing a quorum. The merger proposal passed with 135,326,793 votes for, 22,750,628 against, and 496,194 abstentions. An advisory proposal on potential executive compensation in connection with the merger also received stockholder approval.