Repare Therapeutics Inc. entered into a definitive agreement to be acquired by XenoTherapeutics, Inc. and Xeno Acquisition Corp. The deal values each outstanding common share at an estimated $1.82 in cash at closing, and includes a non‑transferable contingent value right (CVR) that entitles holders to a share of future proceeds from existing partnerships and potential asset dispositions. A $2 million termination fee is payable by Repare if the transaction is terminated under specified circumstances. The transaction is expected to close in the first quarter of 2026, after which Repare will become a privately held company and its shares will be delisted from Nasdaq.
The CVR is structured to provide shareholders with upside beyond the cash payment. It grants a share of net proceeds from current collaborations with Bristol‑Myers Squibb, Debiopharm, and DCx Biotherapeutics, with payout percentages ranging from 75% to 90% over a ten‑year period. In addition, the CVR covers 100% of certain receivables within 90 days of closing and 100% of net proceeds from licenses or dispositions of specific product candidates and intellectual property if those transactions are initiated before the closing date.
Repare’s most recent quarterly results illustrate the financial context behind the deal. In the third quarter of 2025, the company generated $11.62 million in revenue—up from $0 in the same period a year earlier—primarily driven by a licensing agreement with Debiopharm and a gain from terminating a prior collaboration. Net income rose to $3.30 million, a stark turnaround from a $34.40 million loss in Q3 2024, reflecting the impact of the new licensing revenue and the one‑time gain. Cash and cash equivalents stood at $112.60 million as of September 30, 2025, providing a solid liquidity base for the transaction.
Strategically, the acquisition aligns with XenoTherapeutics’ focus on regenerative medicine and precision oncology. By adding Repare’s pipeline to its portfolio, Xeno expands its therapeutic reach while offering Repare shareholders immediate liquidity and a path to future milestone payments through the CVR. The deal follows Xeno’s recent acquisition of ESSA Pharma, underscoring a continued strategy of acquiring companies with promising clinical‑stage assets and structuring transactions with a mix of cash and contingent value rights.
Steve Forte, Repare’s President, CEO, and CFO, emphasized that the transaction is in the best interests of shareholders. He noted that the board’s unanimous decision provides a cash payout and the opportunity for future participation in milestones and royalties from existing and potential partnerships, thereby maximizing shareholder value.
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