Repare Therapeutics to Go Private in Deal with XenoTherapeutics
Shareholders to receive $1.82 per share in cash plus a CVR tied to future drug royalties, sending the stock surging over 25% in after-hours trading.
Repare Therapeutics (NASDAQ: RPTX), a clinical-stage precision oncology company, has entered into a definitive agreement to be acquired by the non-profit biotechnology firm XenoTherapeutics, Inc. The deal, which will take Repare private, offers shareholders a modest upfront cash payment and a long-term stake in the success of the company’s drug pipeline.
Under the terms of the transaction, Repare shareholders will receive an estimated $1.82 per share in cash. In addition, they will be issued one non-transferable Contingent Value Right (CVR) for each common share they hold. This CVR structure entitles them to potential future cash payments derived from Repare's existing partnerships and the licensing of its drug candidates. The news sent shares of Repare soaring more than 25% in after-hours trading from their closing price of $1.65.
The acquisition follows a comprehensive strategic review by Repare’s board and represents a move to monetize the company's assets. "Following a thorough and wide-ranging strategic review of potential opportunities, partnerships and transactions aimed at maximizing shareholder value, Repare’s Board of Directors has unanimously determined that the Transaction is in the best interests of Repare and its various stakeholders," said Steve Forte, CEO of Repare, in a statement released on Business Wire.
The structure of the deal places a significant emphasis on the future value of Repare's technology. The CVR allows shareholders to benefit from milestones and royalties from existing collaborations with major pharmaceutical players like Bristol-Myers Squibb and Debiopharm. According to the agreement, CVR holders will receive a high percentage of net proceeds from these partnerships, ranging from 90% in the first two years down to 75% for years six through ten.
At the heart of Repare's potential is its pipeline of drugs based on a concept known as synthetic lethality, which targets genetic vulnerabilities in cancer cells. The company's lead candidate, camonsertib (RP-3500), is a potent and selective oral inhibitor designed to target a specific protein involved in DNA damage repair. The drug has shown promising safety and efficacy signals in Phase 1/2 clinical trials for treating advanced solid tumors.
The success of camonsertib and other pipeline programs will be the primary driver of the CVR's ultimate value. The agreement also includes provisions for shareholders to receive between 50% and 100% of the net proceeds from any new licensing or disposition of its drug candidates within the next ten years, depending on the timing of the deals.
While the upfront cash payment of $1.82 represents a premium to the stock's recent trading range, it is significantly below the company's 52-week high of $4.07, reflecting the challenging financial environment for clinical-stage biotech firms. The transaction is expected to close in the first quarter of 2026, subject to approval by Repare shareholders and other customary closing conditions. Upon completion, Repare's shares will be delisted from the Nasdaq stock exchange.
For investors, the deal provides a small amount of immediate liquidity while transforming their equity into a long-term bet on the clinical and commercial success of Repare's precision oncology platform, as reported by Investing.com. The outcome will now depend on the ability of the company's science to deliver on its promising early-stage results.