Repare Shareholders Approve Acquisition by XenoTherapeutics

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CAMBRIDGE, Mass.– Repare Therapeutics Inc., a clinical-stage precision oncology company, said its shareholders have approved the acquisition of all issued and outstanding common shares of the company by XenoTherapeutics, Inc. and Xeno Acquisition Corp. through a statutory plan of arrangement.

The approval was granted at a special meeting of shareholders held on Tuesday. According to the company, 99.76 percent of the votes cast by shareholders present in person or represented by proxy supported the special resolution approving the transaction. The same percentage of votes also approved the arrangement after excluding votes required to be omitted under minority shareholder protection rules.

In addition to approving the acquisition, shareholders voted on several related matters at the meeting. An advisory and non-binding resolution approving compensation that is based on or otherwise relates to the transaction for the company’s named executive officers received support from 99.34 percent of votes cast.

Shareholders also approved, in the event the transaction is terminated, the voluntary liquidation and dissolution of the company. That resolution received 99.75 percent support, as did a related proposal to appoint KPMG LLP, or another nationally recognized firm if required, as liquidator, with authority granted to the board of directors to set the liquidator’s remuneration.

The transaction remains subject to approval by the Superior Court of Québec and other customary closing conditions. A court hearing to seek final approval is expected to take place on January 23, 2026. Subject to court approval and the satisfaction of remaining conditions, Repare said it expects the transaction to close on or about January 28, 2026.