ESSA Pharma (EPIX) Proxy Filing summary

Executive summary

• Securityholders are called to a special virtual meeting on September 10, 2025, to vote on a proposed arrangement involving the acquisition of all outstanding shares by Xeno Acquisition Corp., a subsidiary of Xeno Therapeutics, Inc., with XOMA Royalty Corporation as a party.

• The arrangement offers shareholders approximately $1.91 per share in cash (subject to adjustment) and one contingent value right (CVR) per share, with potential additional payments up to $2,950,000 based on litigation outcomes within 18 months post-closing.

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

• The board, following a strategic review and a fairness opinion from Leerink Partners, unanimously recommends voting in favor of the arrangement, citing certainty of value, expedited cash return, and a thorough process.

Voting matters and shareholder proposals

• Securityholders will vote on: (1) the arrangement resolution, (2) an advisory say-on-pay compensation resolution, (3) a liquidation resolution if the arrangement fails, and (4) appointment of a liquidator.

• Approval of the arrangement requires a two-thirds majority of votes cast by shareholders and securityholders, and a majority of the minority, excluding related parties receiving collateral benefits.

• The board recommends voting FOR all resolutions.

Board of directors and corporate governance

• An independent transaction committee led the strategic review, engaged legal and financial advisors, and negotiated the agreement.

• All directors and officers holding shares have entered into voting and support agreements to vote in favor of the arrangement.