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On November 14, 2025, Repare Therapeutics Inc., a clinical-stage precision oncology company, entered into a definitive arrangement agreement with XenoTherapeutics, Inc. and Xeno Acquisition Corp., whereby Xeno will acquire all issued and outstanding common shares of Repare. Under the transaction terms, Repare shareholders will receive an estimated cash payment of US$1.82 per common share (approximately C$2.55) at closing, determined by Repare's net cash balance after deducting transaction costs and outstanding liabilities. Additionally, shareholders will receive one non-transferable contingent value right per share, entitling holders to receive 100% of certain additional receivables within ninety days post-closing, 90% to 75% of net proceeds from existing partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics over a ten-year period, 100% of net proceeds from licensing or disposition of RP-1664, RP-3500 (Camonsertib), and Polθ program (RP-3467) product candidates if agreements are entered before closing, and 50% of net proceeds from post-closing licensing or disposition transactions. The arrangement agreement includes a termination fee of US$2.0 million (approximately C$2.80 million) payable under certain circumstances.
Leerink Partners serves as exclusive financial advisor to Repare, while Cooley LLP and Stikeman Elliott LLP provide legal counsel. Blake, Cassels & Graydon LLP and Gibson, Dunn & Crutcher LLP represent Xeno as legal advisors. XOMA Royalty acts as structuring agent and provides funding to Xeno, with RBC Capital Markets, LLC serving as financial advisor to XOMA Royalty. The transaction requires shareholder approval and Superior Court of Québec authorization, with closing anticipated in the first quarter of 2026.
Parties
Company
XenoTherapeutics, Inc.
Company
Xeno Acquisition Corp
Company
Repare Therapeutics Inc.
Deal Type
Merger & AcquisitionIndustry
OtherTransaction
Undisclosed/ConfidentialDeal Status
ActiveClosing Date