NEWS
Repare Therapeutics Enters into Definitive Agreement to be Acquired by XenoTherapeutics, Inc.
Friday, 14th November at 4:44 pm
- Each shareholder is estimated to receive US$1.82 per share plus one CVR per common share -
- Transaction expected to close in the first quarter of 2026 -
- Additional portfolio monetization efforts continue -
- Company reports 3Q 2025 financial results -
- $112.6 million in cash and cash equivalents and marketable securities as of September 30, 2025, as compared to $109.5 million at June 30, 2025 -
Repare Therapeutics Inc. ("Repare" or the "Company") (NASDAQ: RPTX), a clinical-stage precision oncology company, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly, "Xeno"), a non-profit biotechnology company, pursuant to which Xeno will acquire (the "Transaction") all of the issued and outstanding common shares of Repare (the "Common Shares").
Under the terms of the Arrangement Agreement, Repare shareholders will receive a cash payment per Common Share that will be determined based upon Repare's cash balance at closing of the Transaction (the "Closing") after deducting certain transaction costs and the aggregate amount of outstanding liabilities (the "Closing Net Cash Amount"). Based on Repare's current estimates of the Closing Net Cash Amount and the expected timing for Closing, it is currently estimated that each Repare shareholder will receive a cash payment of US$1.82 per Common Share at Closing. In addition, each Repare shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Common Share that entitles the holder to receive certain cash payments, including:
100% of certain additional receivables that may be received by Repare within ninety (90) days following the Closing (net of certain permitted deductions incurred in connection therewith);
A percentage of the net proceeds received from Repare's existing partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics, as follows: (i) 90% received from the Closing date until the 2nd anniversary thereof, (ii) 85% received from the 2nd anniversary of the Closing date until the 4th anniversary of the Closing date, (iii) 80% received from the 4th anniversary of the Closing date until the 6th anniversary of the Closing date, and (iv) 75% received from the 6th anniversary of the Closing date until the 10th anniversary of the Closing date;
100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare's product candidates and/or intellectual property related to Repare's RP-1664 program, RP-3500 (Camonsertib) program, or any other license or disposition of Repare's product candidates or research programs if such license or disposition is entered into prior to the Closing date;
100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare's Polθ program, RP-3467, to any person with whom negotiations were initiated prior to the Closing date; and
50% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare's product candidates and/or intellectual property that occurs within 10 years following the Closing date if such license or disposition is entered into following the Closing date.
As permitted under the Arrangement Agreement, Repare continues to endeavor to license or dispose of its product candidates and/or intellectual property related to its (i) RP-3467 and Polθ program, (ii) RP-1664 program, (iii) RP-3500 (Camonsertib) program, and/or (iv) any other of the Company's product candidates or research programs. Cash proceeds that may be received prior to Closing with respect to any such transaction would increase the estimated Closing Net Cash Amount and, therefore, would also increase the cash payment to be received by Repare shareholders at Closing.
"Following a thorough and wide-ranging strategic review of potential opportunities, partnerships and transactions aimed at maximizing shareholder value, Repare's Board of Directors has unanimously determined that the Transaction is in the best interests of Repare and its various stakeholders" said Steve Forte, President, Chief Executive Officer and Chief Financial Officer of Repare. "The Transaction provides a cash payment to shareholders and the opportunity for continued participation in milestones and royalties from existing and potential future partnerships. On behalf of the Company, I would like to acknowledge and thank our employees for their dedication and exceptional service."
Friday, 14th November at 4:44 pm
- Each shareholder is estimated to receive US$1.82 per share plus one CVR per common share -
- Transaction expected to close in the first quarter of 2026 -
- Additional portfolio monetization efforts continue -
- Company reports 3Q 2025 financial results -
- $112.6 million in cash and cash equivalents and marketable securities as of September 30, 2025, as compared to $109.5 million at June 30, 2025 -
Repare Therapeutics Inc. ("Repare" or the "Company") (NASDAQ: RPTX), a clinical-stage precision oncology company, today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly, "Xeno"), a non-profit biotechnology company, pursuant to which Xeno will acquire (the "Transaction") all of the issued and outstanding common shares of Repare (the "Common Shares").
Under the terms of the Arrangement Agreement, Repare shareholders will receive a cash payment per Common Share that will be determined based upon Repare's cash balance at closing of the Transaction (the "Closing") after deducting certain transaction costs and the aggregate amount of outstanding liabilities (the "Closing Net Cash Amount"). Based on Repare's current estimates of the Closing Net Cash Amount and the expected timing for Closing, it is currently estimated that each Repare shareholder will receive a cash payment of US$1.82 per Common Share at Closing. In addition, each Repare shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Common Share that entitles the holder to receive certain cash payments, including:
100% of certain additional receivables that may be received by Repare within ninety (90) days following the Closing (net of certain permitted deductions incurred in connection therewith);
A percentage of the net proceeds received from Repare's existing partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics, as follows: (i) 90% received from the Closing date until the 2nd anniversary thereof, (ii) 85% received from the 2nd anniversary of the Closing date until the 4th anniversary of the Closing date, (iii) 80% received from the 4th anniversary of the Closing date until the 6th anniversary of the Closing date, and (iv) 75% received from the 6th anniversary of the Closing date until the 10th anniversary of the Closing date;
100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare's product candidates and/or intellectual property related to Repare's RP-1664 program, RP-3500 (Camonsertib) program, or any other license or disposition of Repare's product candidates or research programs if such license or disposition is entered into prior to the Closing date;
100% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare's Polθ program, RP-3467, to any person with whom negotiations were initiated prior to the Closing date; and
50% of the net proceeds received by the 10th anniversary of the Closing date for any license or disposition of Repare's product candidates and/or intellectual property that occurs within 10 years following the Closing date if such license or disposition is entered into following the Closing date.
As permitted under the Arrangement Agreement, Repare continues to endeavor to license or dispose of its product candidates and/or intellectual property related to its (i) RP-3467 and Polθ program, (ii) RP-1664 program, (iii) RP-3500 (Camonsertib) program, and/or (iv) any other of the Company's product candidates or research programs. Cash proceeds that may be received prior to Closing with respect to any such transaction would increase the estimated Closing Net Cash Amount and, therefore, would also increase the cash payment to be received by Repare shareholders at Closing.
"Following a thorough and wide-ranging strategic review of potential opportunities, partnerships and transactions aimed at maximizing shareholder value, Repare's Board of Directors has unanimously determined that the Transaction is in the best interests of Repare and its various stakeholders" said Steve Forte, President, Chief Executive Officer and Chief Financial Officer of Repare. "The Transaction provides a cash payment to shareholders and the opportunity for continued participation in milestones and royalties from existing and potential future partnerships. On behalf of the Company, I would like to acknowledge and thank our employees for their dedication and exceptional service."
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Trytosaveabit : Nice! Wish i woulda had more time earlier around 4PM than the barley 10 minutes i had! Hehehe. Anyways yes the 1.82 isnt huge. But i believe from what ive been able to ascertain skimming over this. If the price is trading higher, the 1.82 goes up? But even if not. All the other possibilities on top of the CVR could really sweeten the cash payout? Did i read “Skim Hehehe” that correctly?
CYC991 Trytosaveabit : Recommend continuing to hold?
Trytosaveabit CYC991 : Sorry i dont give buy / sell advice! I have no way to know others risk tolerance or how they will trade. I will say as long as it dont jump to 2.85+ Ill continue to hold! Hehehe GL