Form 4: BVF Partners Exits Repare Therapeutics Post-Merger

BVF Partners and affiliated entities have disposed of all their common shares in Repare Therapeutics Inc. following its acquisition by XenoTherapeutics, Inc. for cash and contingent value rights.

Summary

• BVF Partners L.P./IL and several affiliated entities, including Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS LP, have reported the disposition of all their common shares in Repare Therapeutics Inc. (RPTX).
• The disposition occurred on January 28, 2026, as a result of an Arrangement Agreement dated November 14, 2025, under which XenoTherapeutics, Inc. (Parent) and its subsidiary Xeno Acquisition Corp. (Purchaser) acquired all outstanding common shares of Repare Therapeutics Inc.
• The Reporting Persons collectively disposed of 10,166,943 common shares, comprising 5,309,432 shares from Biotechnology Value Fund, L.P., 4,308,573 shares from Biotechnology Value Fund II, L.P., and 548,938 shares from Biotechnology Value Trading Fund OS LP.
• Following these transactions, the Reporting Persons beneficially own 0 common shares of Repare Therapeutics Inc.
• In exchange for each common share, the Reporting Persons received $2.20 in cash and one contingent value right (CVR) for potential future cash payments.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive event for the Reporting Persons, as it represents a successful exit from an investment through a merger, yielding both immediate cash and potential future upside via CVRs.

Positives

• The Reporting Persons successfully exited their investment in Repare Therapeutics Inc. through a merger, receiving a cash payment of $2.20 per share.
• The inclusion of a contingent value right (CVR) provides potential for additional future cash payments, offering upside beyond the initial cash consideration.

Future Outlook

The future outlook for the Reporting Persons includes potential additional cash payments stemming from the contingent value rights (CVRs) received as part of the merger consideration.

Management Comments

• Mark N. Lampert signed the filing on behalf of BVF Partners L.P., Biotechnology Value Fund, L.P., BVF I GP LLC, Biotechnology Value Fund II, L.P., BVF II GP LLC, BVF Partners OS Ltd., Biotechnology Value Trading Fund OS LP, BVF GP Holdings LLC, and BVF Inc., indicating his role as President or Chief Executive Officer for these entities.

Industry Context

StockSavvy.ai notes that this Form 4 reflects the completion of an acquisition in the biotechnology sector, a common occurrence as larger pharmaceutical or biotech companies seek to integrate promising assets or technologies. The use of contingent value rights (CVRs) as part of the consideration is a frequent mechanism in biotech M&A, allowing buyers to defer a portion of the purchase price and link it to the achievement of future milestones, thereby sharing risk with sellers.

Comparison to Industry Standards

• The structure of the merger consideration, combining upfront cash with contingent value rights (CVRs), aligns with common practices in the biotechnology M&A landscape. For instance, similar structures have been observed in deals like Bristol Myers Squibb's acquisition of MyoKardia, where CVRs were used to provide additional value based on regulatory approvals.
• The exit of a significant institutional investor like BVF Partners, which often specializes in life sciences, is typical following a successful acquisition of a portfolio company, indicating a realization of investment value.

Related Party Transactions

• The disposition of shares by BVF Partners and its affiliates, who were 10% owners and had director representation, constitutes a related party transaction in the context of the merger.

Stakeholder Impact

• Shareholders of Repare Therapeutics Inc. received $2.20 in cash and one contingent value right per common share as a result of the merger, providing a defined exit value for their investment.

Next Steps

• The Reporting Persons will await potential future cash payments associated with the contingent value rights (CVRs) received in the merger.

Key Dates

Keywords

Repare Therapeutics, RPTX, BVF Partners, XenoTherapeutics, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Contingent Value Right, CVR, Biotechnology, Pharmaceuticals