Repare Therapeutics (RPTX) Proxy Filing summary

Executive summary

• Entered into a definitive agreement for acquisition by XenoTherapeutics, with all common shares to be acquired and delisted from Nasdaq in Q1 2026.

• Strategic review led to the decision after workforce reductions and portfolio realignment in early 2025.

• Shareholders to receive a cash payment (estimated at US$1.82/share) plus a non-transferable contingent value right (CVR) per share, with final cash amount based on net cash at closing.

• CVRs entitle holders to future payments from receivables, partnership proceeds, and potential asset sales over up to 10 years.

• Options and RSUs will fully vest at closing, with holders receiving cash and CVRs; out-of-the-money options will be cancelled.

Voting matters and shareholder proposals

• Special shareholder meeting expected January 16, 2026, to approve the arrangement.

• Board unanimously recommends voting in favor of the arrangement.

Board of directors and corporate governance

• Strategic deal committee formed to oversee the review and sales process, with external legal and financial advisors.

• Board determined the arrangement is fair and in the best interests of stakeholders.