SCHEDULE: Major Shareholder Backs Repare Therapeutics Acquisition

Biotechnology Value Fund and affiliates, holding 24% of Repare Therapeutics, sign voting agreements to support Xeno Acquisition Corp.'s takeover bid.

Summary

• Repare Therapeutics Inc. (the Company) is being acquired by Xeno Acquisition Corp. (Purchaser), a subsidiary of XenoTherapeutics, Inc., via an arrangement agreement dated November 14, 2025.
• Shareholders will receive an estimated cash payment of approximately $1.82 per share at closing, plus one non-transferable contingent value right (CVR) per share for potential future cash payments.
• Certain reporting persons, including Biotechnology Value Fund L.P. and its affiliates (collectively, "BVF"), entered into Voting and Support Agreements on November 20, 2025.
• These agreements commit BVF to vote their shares in favor of the Arrangement Resolution and against any competing Acquisition Proposal.
• BVF and related entities collectively beneficially own 10,333,600 shares, representing approximately 24.0% of Repare Therapeutics Inc.'s outstanding common shares.
• The total number of shares outstanding as of November 14, 2025, was 42,985,755.

Sentiment

Score: 7

Explanation: The sentiment is positive due to the securing of significant shareholder support for the acquisition, which de-risks the transaction's completion. The fixed cash component provides certainty, while CVRs offer potential upside. However, the non-transferability of CVRs and the estimated nature of the cash payment introduce some limitations and uncertainty.

Positives

• Significant shareholder support (24% of outstanding shares) for the proposed acquisition by Xeno Acquisition Corp.
• The Voting and Support Agreements reduce uncertainty regarding shareholder approval of the Arrangement.
• Shareholders are expected to receive an estimated cash payment of $1.82 per share at closing, providing immediate liquidity.
• Contingent Value Rights (CVRs) offer potential for additional future cash payments.

Negatives

• Shareholders who signed the agreement are restricted from selling or transferring their shares prior to the Meeting, with limited exceptions.
• Shareholders are prohibited from exercising dissent or appraisal rights in connection with the Arrangement.
• The cash payment per share is an estimate and subject to deductions for transaction costs, liabilities, and a transaction fee to Xeno.
• The CVRs are non-transferable, limiting their liquidity and valuation.

Risks

• The acquisition may not be completed if the Arrangement Agreement is terminated or if the Board of Directors makes a Change of Recommendation.
• The final cash payment per share could be lower than the estimated $1.82 due to deductions for transaction costs, liabilities, and a transaction fee.
• The value of the Contingent Value Rights (CVRs) is uncertain and dependent on future events, and they are non-transferable.
• Potential for competing Acquisition Proposals, though the Voting Agreements aim to prevent this from gaining traction among signatory shareholders.

Future Outlook

The filing indicates a clear path towards the acquisition of Repare Therapeutics Inc. by Xeno Acquisition Corp., with significant shareholder support secured. The future outlook for current shareholders involves receiving an estimated cash payment and potential additional payments via non-transferable Contingent Value Rights (CVRs) upon the successful completion of the Arrangement.

Management Comments

• Steve Forte, Director, President, CEO and CFO of Repare Therapeutics Inc., signed the Voting and Support Agreement on behalf of the Company.

Industry Context

This acquisition reflects ongoing consolidation and strategic realignments within the biotechnology sector, where smaller companies with promising pipelines or technologies are often acquired by larger entities or specialized funds. The use of Contingent Value Rights (CVRs) is a common mechanism in biotech acquisitions to bridge valuation gaps and share future upside potential, particularly for assets in clinical development or with uncertain commercialization timelines.

Comparison to Industry Standards

• The use of a "plan of arrangement" under Quebec law is a standard legal mechanism for corporate acquisitions in Canada, similar to mergers in the U.S.
• The inclusion of Contingent Value Rights (CVRs) is a common practice in biotech M&A, particularly when dealing with assets that have future milestones or regulatory approvals, such as seen in deals like Celgene's acquisition of Receptos or Sanofi's acquisition of Principia Biopharma.
• A 24% shareholder commitment via voting agreements is a substantial block of support, often sought by acquirers to de-risk shareholder approval, comparable to similar agreements seen in other public company takeovers.

Corporate Governance

Stakeholder Impact

• Shareholders: Will receive an estimated cash payment of $1.82 per share and non-transferable Contingent Value Rights (CVRs) upon the acquisition's completion. Those who signed the voting agreement are restricted in their ability to sell shares or oppose the deal.
• Company (Repare Therapeutics Inc.): Will be acquired by Xeno Acquisition Corp., ceasing to be an independent publicly traded entity.
• Xeno Acquisition Corp. / XenoTherapeutics, Inc.: Will gain full ownership and control of Repare Therapeutics Inc.

Next Steps

• Repare Therapeutics Inc. shareholders will vote on the Arrangement Resolution and Alternate Resolution at a future meeting (the "Meeting").
• The acquisition will proceed to closing ("Closing") upon satisfaction of all conditions, including court approval.
• Shareholders will receive an estimated cash payment and CVRs upon the Effective Time of the Arrangement.
• The Voting and Support Agreement will terminate upon the earlier of the Effective Time, a Change of Recommendation by the Board, a materially adverse amendment to the Arrangement Agreement, termination of the Agreement, or May 14, 2026.

Key Dates

Recommendation

The filing indicates strong shareholder support for the acquisition of Repare Therapeutics Inc. by Xeno Acquisition Corp., with a significant block of shares committed to voting in favor. This de-risks the transaction's completion. Given the estimated cash payment of $1.82 per share and the non-transferable CVRs, the immediate upside for current shareholders is largely capped at the acquisition price. Investors holding shares should continue to hold, awaiting the completion of the transaction to receive the cash and CVRs. New investors might find limited arbitrage opportunity given the public nature of the agreement and the estimated cash price.

Keywords

Repare Therapeutics, Xeno Acquisition Corp, XenoTherapeutics, Acquisition, Merger, Voting Agreement, Schedule 13D, Contingent Value Right, Biotechnology, Shareholder Support, Corporate Governance