Repare Therapeutics (RPTX) Proxy Filing summary

Executive summary

• Shareholders are asked to approve a plan of arrangement under which all outstanding shares will be acquired by Xeno Acquisition Corp., with each share receiving a cash payment (estimated at $1.82/share) and a contingent value right (CVR) for potential future payments.

• The arrangement follows a strategic review and is recommended by an independent transaction committee and the board, supported by a fairness opinion from Leerink Partners.

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

• The transaction will result in delisting from Nasdaq, deregistration under the Exchange Act, and the company becoming private.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the arrangement resolution, (2) an advisory compensation resolution for executive pay related to the arrangement, (3) a liquidation resolution if the arrangement fails, and (4) a liquidator resolution for appointing KPMG or another liquidator.

• Approval of the arrangement requires at least 66 2/3% of votes cast and a majority of minority shareholders, as per MI 61-101.

• Dissent rights are available to registered shareholders who oppose the arrangement, entitling them to fair value for their shares.

Board of directors and corporate governance

• An independent transaction committee oversaw the strategic review, negotiations, and recommendation process.

• The board unanimously recommends voting in favor of all resolutions.

• Voting and support agreements have been signed by directors, officers, and major shareholders representing about 40% of eligible shares.