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Essa Pharma Shareholders Greenlight XenoTherapeutics Acquisition
ESSA Pharma announces that its Securityholders have approved the acquisition of all of the issued and outstanding common shares of the Company by XenoTherapeutics Inc., a non-profit biotechnology company, by way of a statutory plan of arrangement at the special meeting of Securityholders held today.
Essa Pharma shares update on partnership agreement with Xeno
ESSA Pharma announced that, in connection with its previously announced Business Combination Agreement with XenoTherapeutics, a non-profit biotechnology company, under which Xeno will acquire all of the issued and outstanding common shares of ESSA, ESSA received an amended Interim Order from the Supreme Court of British Columbia on September 25. The amended Interim Order approves the previously announced date for ESSA's special meeting of the holders of common shares of the Company, optionholders and warrantholders of October 3 the deadline to deliver notices of dissent of October 1 the Court hearing date for approval of the Arrangement of October 7 and the deadline of October 3 for responses for persons intending to attend the October 7th hearing. ESSA's Special Meeting will reconvene on October 3.
Essa Pharma modifies its business combination agreement with XenoTherapeutics.
ESSA Pharma (EPIX) announced that it has reached an agreement to amend its previously announced business combination agreement with XenoTherapeutics. Xoma (XOMA) continues to act as structuring agent and intends to provide financing for the transaction. Under the amended agreement, ESSA shareholders are now expected to receive approximately 12c, exclusive of future non-transferable contingent value right payments and exclusive of the approximately $1.69 of cash previously distributed to ESSA shareholders, per common share at closing, plus one CVR per common share, which CVR now represents the right to receive up to approximately 14c per CVR and payable within specified periods following the close of the transaction. The potential CVR payments of 14c per common share represents up to $6.7M in the aggregate that may be distributed to CVR holders depending on the outcome of certain contingent liabilities. ESSA and Xeno are making this change in light of potential liabilities, associated expenses and the latest estimates of the company's expected cash balance at closing. Essa intends to apply to the Supreme Court of British Columbia to amend the interim order obtained from the Court on August 5 following the adjournment of the meeting. The amended interim order would provide for a new meeting date of October 3, a new deadline to deliver notices of dissent of October 1, a new court hearing date for approval of the arrangement of October 7 and a deadline of October 3 for responses for persons intending to attend the October 7 hearing.
XenoTherapeutics to acquire Essa Pharma
ESSA Pharma (EPIX) announced that it has entered into a definitive agreement with XenoTherapeutics under which Xeno will acquire all of the issued and outstanding common shares of ESSA. XOMA Royalty (XOMA), the biotechnology royalty aggregator, is acting as the structuring agent and will provide financing to Xeno for this Transaction. Under the terms of the Business Combination Agreement, ESSA shareholders will receive a cash payment per Common Share that will be determined based upon ESSA's cash balance at closing after deducting certain transaction costs, a reserve for liabilities and legal expenses, and a transaction fee. In addition, each ESSA shareholder will also receive one non-transferable contingent value right for each Common Share that entitles the holder to receive a pro rata portion of up to $2,950,000 within 18 months following the close of the Transaction. To expedite the distribution of cash to ESSA shareholders, ESSA will also apply to the Supreme Court of British Columbia for an order authorizing it to make an initial cash distribution to ESSA shareholders prior to the closing of the Transaction. In total, with the initial cash distribution, if authorized, and the cash payable upon closing of the Transaction, each ESSA shareholder is currently estimated to receive approximately $1.91 per Common Share, exclusive of any payments received pursuant to the CVR.
Essa Pharma reports Q4 EPS (19c) vs. (14c) last year
As of December 31, 2024, the company had available cash reserves and short-term investments of $120.6M and net working capital of $118.8M. The company has no long-term debt facilities.
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