Essa Pharma amends business combination agreement with XenoTherapeutics

ESSA Pharma (EPIX) announced that it has reached an agreement to amend its previously announced business combination agreement with XenoTherapeutics. Xoma (XOMA) continues to act as structuring agent and intends to provide financing for the transaction. Under the amended agreement, ESSA shareholders are now expected to receive approximately 12c, exclusive of future non-transferable contingent value right payments and exclusive of the approximately $1.69 of cash previously distributed to ESSA shareholders, per common share at closing, plus one CVR per common share, which CVR now represents the right to receive up to approximately 14c per CVR and payable within specified periods following the close of the transaction. The potential CVR payments of 14c per common share represents up to $6.7M in the aggregate that may be distributed to CVR holders depending on the outcome of certain contingent liabilities. ESSA and Xeno are making this change in light of potential liabilities, associated expenses and the latest estimates of the company’s expected cash balance at closing. Essa intends to apply to the Supreme Court of British Columbia to amend the interim order obtained from the Court on August 5 following the adjournment of the meeting. The amended interim order would provide for a new meeting date of October 3, a new deadline to deliver notices of dissent of October 1, a new court hearing date for approval of the arrangement of October 7 and a deadline of October 3 for responses for persons intending to attend the October 7 hearing.