On October 6, 2025 ESSA Pharma Inc. (NASDAQ: EPIX) ("ESSA" or the "Company") reported that its Securityholders (as defined below) have approved the acquisition of all of the issued and outstanding common shares of the Company (the "Common Shares" and the holders of such Common Shares, the "Shareholders") by XenoTherapeutics Inc. ("Xeno"), a non-profit biotechnology company, by way of a statutory plan of arrangement (the "Transaction" or the "Arrangement") at the special meeting of Securityholders held today (the "Meeting") (Press release, ESSA, OCT 6, 2025, View Source [SID1234656471]).
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The special resolution approving the Arrangement was approved by: (i) 99.83% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, (ii) 99.85% of the votes cast by Shareholders, holders of options to purchase Common Shares of the Company, holders of pre-funded Common Share purchase warrants of the Company (collectively, the "Securityholders"), present in person or represented by proxy at the Meeting, voting together as a single class, and (iii) 99.48% of the votes cast by Shareholders, present in person or represented by proxy at the Meeting, excluding for this purpose the votes required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
At the Meeting, Shareholders also approved: (a) on an advisory and non-binding basis, the compensation to be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Arrangement by 99.51% of the votes cast by Shareholders present in person or represented by proxy at the Meeting; and (b) in the event the Arrangement is terminated, (1) the voluntary liquidation and dissolution of the Company by 99.77% of the votes cast by Shareholders present in person or represented by proxy at the Meeting and (2) the appointment of PricewaterhouseCoopers LLP or, in the alternative, another liquidator of nationally recognized experience, as the liquidator of the Company with authorization for the board of directors of the Company to set the remuneration of the liquidator by 99.79% of the votes cast by Shareholders present in person or represented by proxy at the Meeting.
The Arrangement is subject to the approval of the Supreme Court of British Columbia (the "Court") and other customary closing conditions. The Court hearing for the final order to approve the Arrangement is expected to take place on October 7, 2025, and the completion of the Arrangement is expected to occur on or about October 9, 2025.