XenoTherapeutics to acquire Repare Therapeutics

Repare Therapeutics, a clinical-stage precision oncology company, has struck a definitive agreement to be acquired by XenoTherapeutics and Xeno Acquisition Corp, a non-profit biotech entity. The move will see Xeno purchase all outstanding Repare shares.

Under the deal, Repare shareholders are set to receive a cash payment estimated at US$1.82 per share, based on Repare’s projected net cash at closing after transaction costs and liabilities. Shareholders will also receive one contingent value right (CVR) per share, offering potential future cash payouts tied to milestones or royalties, as per a release.

"Following a thorough strategic review, our Board unanimously determined that this transaction maximizes value for shareholders and stakeholders alike,” said Steve Forte, Repare’s President and CEO. “It delivers immediate cash to shareholders while allowing continued participation in potential milestones and royalties from our pipeline. We also extend our gratitude to our employees for their dedication and service.”

Repare retains the ability to license or sell its product candidates and intellectual property under the arrangement. The transaction will proceed through a court-approved plan of arrangement under Québec’s Business Corporations Act and requires statutory approval.

The agreement includes a $2 million termination fee, payable under certain conditions, including if a superior proposal emerges. Once the acquisition is completed, Repare will become privately held, its shares are expected to be delisted from Nasdaq, and the company will apply to deregister under U.S. and Canadian securities laws.

The deal marks a significant milestone for Repare as it transitions from a public biotech player to a privately held entity, while providing shareholders both immediate returns and potential upside through contingent payments tied to its oncology pipeline.