Repare Therapeutics (RPTX) Proxy Filing summary

Executive summary

• Shareholders are called to a special virtual meeting on January 16, 2026, to vote on a proposed acquisition, executive compensation, and potential liquidation if the acquisition is not approved.

• The acquisition involves Xeno Acquisition Corp. purchasing all outstanding shares for an estimated $1.82 per share in cash plus a contingent value right (CVR) per share, with the final cash amount determined by the company's cash balance at closing.

• The CVR entitles holders to potential future cash payments based on proceeds from asset sales, partnerships, and tax credits over a 10-year period, with specific percentages and milestones outlined.

• If the acquisition is not approved, shareholders will vote on voluntary liquidation and the appointment of KPMG or another liquidator, with distributions to be made after settling all liabilities.

• The board and an independent transaction committee, after a strategic review and fairness opinion from Leerink Partners, unanimously recommend approval of the acquisition as the best available alternative for shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the acquisition (Arrangement Resolution), (2) an advisory say-on-pay for executive compensation related to the deal, (3) liquidation if the deal fails, and (4) appointment and remuneration of a liquidator.

• Approval of the acquisition requires at least two-thirds of votes cast and a majority of minority shareholders, excluding related parties.

• Dissent rights are available to registered shareholders who oppose the acquisition, allowing them to seek fair value for their shares.

Board of directors and corporate governance

• The board and transaction committee, composed of independent directors, oversaw the strategic review, negotiations, and recommendation process.

• Directors and officers holding about 13.3% of shares have entered into voting agreements to support the acquisition.

• The board will be replaced by purchaser nominees upon closing.