On July 14, 2025, ESSA Pharma Inc. (NASDAQ: EPIX) announced it has entered into a definitive agreement to be acquired by XenoTherapeutics, Inc., a non-profit biotech firm. XOMA Royalty Corporation (NASDAQ: XOMA) is acting as structuring agent and will finance the transaction. ESSA shareholders will receive an estimated US$1.91 (approximately C$2.62) per share in cash, exclusive of potential additional payments through a non-transferable contingent value right (CVR). The CVR may deliver up to US$0.06 (approximately C$0.08) per share within 18 months post-closing, based on specified milestones.

The acquisition will be executed via a court-approved plan of arrangement under British Columbia law and requires multiple shareholder approvals, including a two-thirds majority vote. ESSA is also seeking court approval for an initial cash distribution prior to closing. The transaction includes a US$2.5 million (approximately C$3.43 million) termination fee payable by ESSA under certain conditions.

The ESSA Board, following a unanimous recommendation from an independent transaction committee and its financial advisors, approved the deal and recommended shareholders vote in favor. Legal counsel to ESSA includes Blake, Cassels & Graydon LLP (Canada) and Skadden, Arps, Slate, Meagher & Flom LLP (U.S.). XOMA Royalty is advised by Stikeman Elliott LLP (Canada) and Gibson, Dunn & Crutcher LLP (U.S.). Leerink Partners serves as ESSA’s exclusive financial advisor.

The transaction was completed on October 9, 2025.