ESSA Pharma (EPIX) Proxy Filing summary

Executive summary

• Securityholders will vote on a proposed arrangement where all outstanding shares will be acquired for cash and contingent value rights (CVRs), with a concurrent capital reduction and distribution to shareholders as part of a business wind-down.

• The arrangement involves ESSA Pharma, XenoTherapeutics, Xeno Acquisition Corp., and XOMA Royalty Corporation, under a business combination agreement dated July 13, 2025.

• Shareholders will receive approximately $1.91 per share in cash (subject to reduction by the distribution amount) and one CVR per share, entitling holders to a pro rata portion of up to $2,950,000, less litigation costs arising within 18 months post-closing.

• If the arrangement is not approved, shareholders will vote on voluntary liquidation and the appointment of a liquidator, with PricewaterhouseCoopers LLP proposed as liquidator.

• The board and an independent transaction committee recommend voting in favor of the arrangement, citing a thorough strategic review and a fairness opinion from Leerink Partners.

Voting matters and shareholder proposals

• Securityholders will vote on: (1) the arrangement resolution, (2) a non-binding advisory compensation resolution for executive pay related to the arrangement, (3) a liquidation resolution if the arrangement fails, and (4) appointment and remuneration of a liquidator.

• Approval thresholds: at least 66 2/3% of votes cast by shareholders and securityholders, and a majority of minority shareholders, excluding related parties receiving collateral benefits.

• Dissent rights are available to registered shareholders as of the record date, with strict compliance required for eligibility.

Board of directors and corporate governance

• An independent transaction committee of the board led the strategic review, engaged legal and financial advisors, and unanimously recommended the arrangement as fair and in the best interests of the company.

• The board unanimously recommends voting in favor of all resolutions related to the arrangement and, if necessary, the liquidation.

• Voting and support agreements have been signed by directors and officers, representing 2.23% of outstanding shares.