M&A - ESSA Pharma Inc.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925067597

Filing Summary: On July 13, 2025, ESSA Pharma Inc. entered into a Business Combination Agreement with XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation. The agreement outlines a transaction where Xeno Acquisition will acquire all outstanding common shares of ESSA. Shareholders are set to receive a cash payment per common share determined by ESSA's cash balance post-transaction costs and a reserve for liabilities. Additionally, shareholders will receive contingent value rights (CVRs) entitling them to potential future cash payments. An initial cash distribution before the closing is also planned, estimated to be around $1.91 per share. The agreement requires a court-approved plan and involves multiple shareholder approvals. The company has agreed not to solicit other acquisition offers during this agreement. The transaction has been unanimously approved by the board of ESSA, determining it is in the best interests of the company and its shareholders.

Form Type: DEFA14A

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925067600

Filing Summary: On July 13, 2025, ESSA Pharma Inc. entered into a Business Combination Agreement with XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation. The Agreement entails a transaction where Purchaser will acquire all outstanding common shares of ESSA. Shareholders will receive a cash amount based on the company’s cash balance pre-transaction, minus specific deductions. Each Shareholder will also receive a contingent value right (CVR) entitling them to additional cash depending on the company’s financial situation at closing. An initial cash distribution estimated at $1.91 per Common Share may be made to expedite shareholder compensation. The merger requires shareholder approval at a special meeting and is subject to various customary closing conditions. The Board of ESSA has unanimously approved the transaction, deeming it beneficial for shareholders. The document outlines the covenants, representations, and the procedures for the transaction, including necessary court approvals and conditions for proceeding with the Arrangement.

Form Type: DEFA14A

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925067682

Filing Summary: ESSA Pharma Inc. is undergoing a merger transaction where Xeno Acquisition Corp. will acquire all outstanding common shares of the company. The merger is set to be executed through a Business Combination Agreement dated July 13, 2025, which requires Supreme Court approval in British Columbia. Shareholders will receive a cash payment alongside a contingent value right (CVR) for their shares. The cash payment will depend on the company's cash balance at the time of transaction completion, after accounting for certain deductions including a US$4,000,000 transaction fee. The estimated initial cash distribution to shareholders is about US$1.90 per share, subject to court approval. The plan stipulates that, post-merger, ESSA's common shares will be delisted from the Nasdaq, and securityholder reporting obligations will cease. The anticipated closing period for the transaction is the second half of 2025, with a special shareholder meeting to discuss the arrangement set for no later than September 8, 2025. Securityholders are advised to consider various risks associated with the merger, including potential market price impacts, non-consummation of the deal, and differing interests among company directors and officers leading up to the transaction.