On January 28, 2026 Repare Therapeutics Inc. ("Repare" or the "Company") reported the completion of the previously announced acquisition of all of the issued and outstanding common shares of the Company (the "Common Shares" and the holders of the Common Shares, the "Shareholders") by XenoTherapeutics, Inc. and Xeno Acquisition Corp. (jointly "Xeno") a non-profit biotechnology company, by way of a statutory plan of arrangement (the "Transaction" or the "Arrangement"). The Arrangement was approved by the Shareholders at a special meeting held on January 16, 2026, and a final order approving the Arrangement was issued by the Superior Court of Québec (Commercial Division) on January 23, 2026.
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In accordance with the terms of the Arrangement, the Shareholders received a cash payment of approximately US$2.20 per Common Share that was determined based upon the Company’s cash balance immediately prior to the closing of the Transaction after deducting certain transaction costs, the aggregate amount of outstanding liabilities, and a transaction fee to Xeno. In addition, each Shareholder received one non-transferable contingent value right ("CVR") for each Common Share which represents the right to receive a pro rata portion of potential payments, in cash, described in, and subject to and in accordance with the terms and conditions of, the contingent value rights agreement dated January 28, 2026 among Xeno, Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), in its capacity as rights agent, and WT Representative LLC, solely in its capacity as the initial representative, agent and attorney in-fact of the CVR holders.
Consideration for the Common Shares has been remitted by or on behalf of Xeno to Broadridge, in its capacity as depositary under the Arrangement, and will be paid to former Shareholders of the Company as soon as reasonably practicable after the date hereof (or, in the case of registered Shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) and/or DRS Advice(s) representing Common Shares formerly held by them).
As a result of the completion of the Arrangement, it is expected that the Common Shares will cease trading on the Nasdaq Global Select Market on or about January 28, 2026, and the Company will subsequently file a Form 15 with the SEC requesting suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company will also deregister the Common Shares under the Exchange Act. The Company has applied to cease to be a reporting issuer in Québec pursuant to the securities legislation of Québec.
Further details regarding the Arrangement are provided in the definitive proxy statement on Schedule 14A in respect of the Transaction (the "Proxy Statement"), which is available on the Company’s profile on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca.
(Press release, Repare Therapeutics, JAN 28, 2026, View Source [SID1234662339])