CAMBRIDGE — Repare Therapeutics Inc (RPTX.O), a clinical-stage precision oncology firm, said on Saturday it has agreed to be acquired by nonprofit biotech XenoTherapeutics Inc and its affiliate Xeno Acquisition Corp in an all-cash transaction that includes contingent value rights (CVRs) tied to future proceeds.
Under the terms of the definitive arrangement agreement, Repare shareholders will receive an estimated $1.82 per share in cash at closing, based on the company’s projected net cash balance after deducting liabilities and transaction costs. Shareholders will also receive one non-transferable CVR per share, entitling them to potential future payments linked to Repare’s existing partnerships and asset monetization efforts.
The CVRs include:
- 100% of certain receivables collected within 90 days post-closing;
- Up to 90% of net proceeds from partnerships with Bristol-Myers Squibb, Debiopharm, and DCx Biotherapeutics over a 10-year period;
- 100% of net proceeds from licensing or sale of key programs such as RP-1664, RP-3500 (Camonsertib), and RP-3467, if executed before closing;
- 50% of net proceeds from post-closing deals involving other assets.
Repare’s board unanimously approved the transaction following a strategic review. “The transaction provides a cash return to shareholders and preserves upside through future milestone and royalty payments,” said Steve Forte, Repare’s President, CEO, and CFO.
The deal, structured as a court-approved plan of arrangement under Québec corporate law, requires approval by two-thirds of Repare shareholders and a majority excluding interested parties, as well as court and regulatory clearance. The transaction is expected to close in Q1 2026.
Repare’s shares will be delisted from the Nasdaq Global Select Market upon closing, and the company will cease to be a reporting issuer in Canada and the U.S. The agreement includes customary deal protections and a $2 million termination fee payable under certain conditions.
Repare continues to seek licensing or sale opportunities for its pipeline assets, which could increase the final cash payout to shareholders.
