The Ademi Firm is investigating Repare (Nasdaq: RPTX) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with XenoTherapeutics, Inc.
In the transaction, Repare shareholders will receive an estimated $1.82 per share in cash at closing, based on the company’s current estimates. The final payment amount will be determined by Repare’s cash balance at closing after deducting transaction costs and outstanding liabilities. Additionally, shareholders will receive one non-transferable contingent value right (CVR) per share, entitling them to portions of future proceeds from existing partnerships and potential asset dispositions. The CVRs provide varying percentages of net proceeds from partnerships with Bristol-Myers Squibb, Debiopharm and DCx Biotherapeutics, ranging from 90% to 75% depending on timing over a 10-year period.
Repare insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Repare by imposing a significant penalty if Repare accepts a competing bid. We are investigating the conduct of the Repare board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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