SCHEDULE: ESSA Pharma Acquired by Xeno, BVF Exits Position

ESSA Pharma Inc. was acquired by Xeno Acquisition Corp. on October 9, 2025, leading to reporting persons ceasing beneficial ownership.

Summary

• ESSA Pharma Inc. was acquired by Xeno Acquisition Corp., a wholly-owned subsidiary of XenoTherapeutics, Inc., effective October 9, 2025.
• The acquisition was conducted pursuant to an arrangement under Section 288 of the Business Corporations Act (British Columbia) and a business combination agreement dated July 13, 2025.
• Shareholders received $0.124231 in cash per Share, in addition to approximately $1.69 per Share previously distributed.
• Shareholders also received one contingent value right (CVR) per Share, offering potential cash payments of up to approximately $0.14 per Share.
• The reporting persons, including various Biotechnology Value Fund entities, no longer beneficially own any shares of ESSA Pharma Inc. as of October 9, 2025.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The acquisition provides a definitive exit for shareholders with immediate cash and potential future upside via CVRs. For the reporting persons, it signifies a successful exit from their investment.

Positives

• The acquisition provides a clear exit strategy and liquidity for ESSA Pharma Inc. shareholders.
• Shareholders received a cash payment of $0.124231 per share at closing, in addition to a prior distribution of approximately $1.69 per share.
• The contingent value right (CVR) offers shareholders potential future cash payments of up to approximately $0.14 per share, providing an opportunity for additional returns.

Negatives

• Reporting persons, including Biotechnology Value Fund entities, have ceased to beneficially own any shares, losing direct equity exposure to ESSA Pharma Inc.'s future performance.
• The contingent value right (CVR) introduces uncertainty, as future payments are not guaranteed and are capped at approximately $0.14 per share.

Risks

• The value of the contingent value right (CVR) is uncertain and dependent on future events, with potential payments capped at approximately $0.14 per share.

Future Outlook

The future outlook for ESSA Pharma Inc. as an independent entity is concluded due to its acquisition. Shareholders now hold contingent value rights, which represent potential future cash payments up to approximately $0.14 per share, dependent on specific future events.

Industry Context

This acquisition reflects ongoing consolidation and strategic M&A activity within the biotechnology sector, where smaller companies are often acquired by larger entities for their assets, pipelines, or market position. The use of contingent value rights (CVRs) is a common mechanism in biotech M&A to bridge valuation gaps and allow selling shareholders to participate in future milestones or sales.

Stakeholder Impact

• Shareholders of ESSA Pharma Inc. received cash and contingent value rights, providing liquidity and potential future payments.
• The reporting persons, as former significant shareholders, have exited their investment in ESSA Pharma Inc.

Next Steps

• Potential future cash payments to CVR holders, up to approximately $0.14 per share, based on the terms of the contingent value rights.

Key Dates

Keywords

ESSA Pharma, Xeno Acquisition Corp, XenoTherapeutics, Acquisition, Merger, Contingent Value Right, CVR, Biotechnology Value Fund, Beneficial Ownership, Schedule 13D