ESSA Pharma (EPIX) Proxy Filing summary

Executive summary

• XenoTherapeutics will acquire all outstanding shares of the company via a court-approved plan of arrangement, with XOMA Royalty Corporation providing financing and acting as structuring agent.

• Shareholders will receive a cash payment per share based on the company's closing cash balance, minus transaction costs, reserves, and a $4M transaction fee to Xeno.

• Each shareholder will also receive a non-transferable contingent value right (CVR) per share, entitling them to a pro rata portion of up to $2.95M, depending on post-closing outcomes.

• An initial cash distribution to shareholders is planned prior to closing, with the total estimated cash payout (including closing) at approximately $1.91 per share, excluding CVR proceeds.

• The transaction is expected to close in the second half of 2025, subject to shareholder, court, and regulatory approvals.

Voting matters and shareholder proposals

• Approval requires at least 66% of votes cast by shareholders, 66% of votes cast by all securityholders (including options and warrants), and a majority of disinterested shareholders, as per Multilateral Instrument 61-101.

• A special meeting will be held to consider the transaction, with directors and officers holding 2.23% of shares having entered into voting and support agreements to vote in favor.

• The agreement includes a non-solicitation covenant and a right for Xeno to match any superior proposal; a $2.5M termination fee applies under certain circumstances.

Board of directors and corporate governance

• A transaction committee of independent directors unanimously recommended the transaction to the board.

• The board, after consulting management and advisors, unanimously approved the transaction and recommends shareholders vote in favor.

• Directors and officers have entered into voting and support agreements to support the transaction.