Repare Therapeutics Inc. shareholders voted overwhelmingly to approve a statutory plan of arrangement that will see the company acquired by XenoTherapeutics, Inc. and Xeno Acquisition Corp. The approval, recorded at a special meeting held on Friday, January 16, 2026, was supported by 99.76% of votes cast by shareholders present or represented by proxy.
The transaction will provide Repare shareholders with $1.82 in cash per share plus a non‑transferable contingent value right (CVR) that could trigger additional payments if specified milestones are met. The CVR is tied to the achievement of future clinical and regulatory milestones for Repare’s key assets, including the Phase 1 PLK4 inhibitor RP‑1664 and the Phase 1 Polθ ATPase inhibitor RP‑3467. The CVR structure is designed to align the interests of Repare shareholders with XenoTherapeutics’ long‑term development plans for these assets.
The $1.82 cash price represents a 10.3% premium to Repare’s closing price of $1.65 on the day of the vote. The premium calculation is based on the most recent trading price immediately preceding the shareholder meeting, reflecting the market’s valuation of Repare’s remaining clinical pipeline and the strategic value of its SNIPRx platform to XenoTherapeutics.
XenoTherapeutics’ rationale for the acquisition centers on its goal of expanding a non‑profit biotechnology portfolio focused on xenotransplantation and related therapeutic platforms. By acquiring Repare’s SNIPRx platform—a CRISPR‑enabled screening technology that identifies synthetic lethal drug targets—XenoTherapeutics gains a powerful tool for discovering new therapeutic candidates. The acquisition also brings Repare’s clinical assets, RP‑1664 and RP‑3467, into Xeno’s pipeline, providing immediate access to early‑stage oncology programs that align with Xeno’s translational research objectives. Repare’s recent strategic pivot, which included a 25% reduction in its pre‑clinical workforce, signals a shift toward concentrating resources on its clinical pipeline, making the company an attractive target for a platform‑builder like Xeno.
Financially, Repare reported a Q3 2025 cash balance of $112.6 million and had issued 43.1 million shares outstanding as of September 30, 2025. Based on these figures, the total transaction value is estimated at approximately $78.2 million. The deal provides a definitive exit for shareholders while preserving potential upside through the CVR, which could increase the overall value of the transaction if the clinical milestones are achieved.
The announcement of the shareholder approval was met with a positive reaction from the market, driven by the certainty of a cash payout and the upside potential of the CVR. While the initial definitive agreement in November 2025 had already sparked an after‑hours surge, the approval of the statutory plan reinforces investor confidence in the transaction’s completion and the strategic fit between the two companies.
The acquisition marks a significant milestone for both parties. For Repare shareholders, it delivers a clear exit and the possibility of additional returns tied to future milestones. For XenoTherapeutics, the deal expands its platform capabilities and adds early‑stage oncology assets, positioning the organization to accelerate its translational research agenda and potentially broaden its therapeutic portfolio. The transaction also reflects Xeno’s broader strategy of consolidating complementary biotech assets, as evidenced by its prior acquisition of Essa Pharma under a similar structure.
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