On October 9, 2025 ESSA Pharma Inc. (NASDAQ: EPIX) ("ESSA" or the "Company") reported the completion of XenoTherapeutics’ ("Xeno") previously announced acquisition of ESSA (the "Acquisition") (Press release, ESSA, OCT 9, 2025, View Source [SID1234656546]).
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Xeno Acquisition Corp., a wholly owned subsidiary of Xeno, has acquired all of the outstanding common shares of ESSA (the "Common Shares") for approximately US$0.1242 per Common Share, plus one contingent value right ("CVR") per Common Share, which CVR represents the right to receive up to approximately US$0.14 per CVR and payable within specified periods following the close of the Acquisition. The potential CVR payment of US$0.14 per Common Share represents up to US$6.7 million in the aggregate that may be distributed to CVR holders depending on the outcome and related expenses of certain contingent liabilities.
On October 7, 2025, the Company obtained a final order from the Supreme Court of British Columbia approving the Arrangement. ESSA has requested that the Nasdaq Capital Market ("Nasdaq") file a delisting application on Form 25 to report the delisting of the Common Shares from Nasdaq. ESSA expects to terminate the registration of the Common Shares under the U.S. Securities Exchange Act of 1934, as amended, approximately 10 days after the closing of the Acquisition.
An early warning report will be filed on SEDAR+ at www.sedarplus.ca under the Company’s profile.
Advisors and Counsel
Leerink Partners LLC served as ESSA’s exclusive financial advisor in connection with the Acquisition. Blake, Cassels & Graydon, LLP and Skadden, Arps, Slate, Meagher & Flom LLP acted as ESSA’s Canadian legal counsel and U.S. legal counsel, respectively.