Latest news with #Xeno
Cision Canada
14-07-2025
- Business
- Cision Canada
ESSA Pharma Inc. Announces Definitive Agreement to be Acquired by XenoTherapeutics, Inc., Backed by XOMA Royalty Corporation in All-Cash Transaction
SOUTH SAN FRANCISCO, Calif. and VANCOUVER, BC and BOSTON and EMERYVILLE, Calif., July 14, 2025 /CNW/ -- ESSA Pharma Inc. ("ESSA," or the "Company") (NASDAQ: EPIX) today announced that it has entered into a definitive agreement (the "Business Combination Agreement") with XenoTherapeutics, Inc. ("Xeno"), a non-profit biotechnology company, under which Xeno will acquire (the "Transaction") all of the issued and outstanding common shares of ESSA (the "Common Shares"). XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ: XOMA), the biotechnology royalty aggregator, is acting as the structuring agent and will provide financing to Xeno for this Transaction. Under the terms of the Business Combination Agreement, ESSA shareholders will receive a cash payment per Common Share that will be determined based upon ESSA's cash balance at closing after deducting certain transaction costs, a reserve for liabilities and legal expenses, and a transaction fee (the "Final Cash Amount"). In addition, each ESSA shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Common Share that entitles the holder to receive a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the close of the Transaction. To expedite the distribution of cash to ESSA shareholders, ESSA will also apply to the Supreme Court of British Columbia for an order authorizing it to make an initial cash distribution to ESSA shareholders prior to the closing of the Transaction. In total, with the initial cash distribution, if authorized, and the cash payable upon closing of the Transaction, each ESSA shareholder is currently estimated to receive approximately US$1.91 per Common Share, exclusive of any payments received pursuant to the CVR. The date of the applications will be announced by further press release. Inquiries related to such applications can be directed to ESSA's counsel, Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC V6E 4E5 attention: Alexandra Luchenko, or by email to [email protected]. "After conducting a comprehensive review of the opportunities available to ESSA and considering the communications received from our shareholders, the ESSA Board of Directors has unanimously concluded that entering into this agreement with Xeno and XOMA Royalty is in the best interest of the Company and maximizes value for our shareholders as the Company proceeds with its plans to discontinue operations and wind-down its business," said David Parkinson, M.D., President and CEO of ESSA. "This Transaction delivers cash value to shareholders in an expedited timeframe, with less complexity and value risk when compared to a liquidation, and thus delivers more certain value to shareholders." Transaction Details The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval of at least: (i) 66⅔% of the votes cast by ESSA shareholders; (ii) 66⅔% of the votes cast by ESSA securityholders (including holders of ESSA options and pre-funded warrants), voting together as a single class; and (iii) a majority of the votes cast by ESSA shareholders excluding votes held by certain "interested parties" required to be excluded by Multilateral Instrument 61-101, at a special meeting to be held to consider the Transaction (the "Special Meeting"). In addition to approval by ESSA securityholders, the Transaction is also subject to receipt of court approval, and other customary conditions. The Transaction is expected to close in the second half of 2025. The Business Combination Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of the Company and a right for Xeno to match any Superior Proposal (each as defined in the Business Combination Agreement). The Business Combination Agreement includes a termination fee of US$2.5 million, payable by the Company under certain circumstances, including in connection with the Company's entry into an agreement with respect to a Superior Proposal. The directors and senior officers of the Company, owning in aggregate approximately 2.23% of the outstanding shares of Common Shares, have entered into voting and support agreements, pursuant to which they have agreed to vote all of the securities beneficially owned by them in favor of the Transaction. ESSA Board of Directors and Transaction Committee Recommendations A transaction committee composed entirely of independent directors of the Company (the "Transaction Committee") unanimously recommended entering into the Business Combination Agreement to the board of directors of ESSA (the "Board"). The Board has evaluated the Business Combination Agreement with the Company's management, legal and financial advisors and, following the receipt and review of the unanimous recommendation from the Transaction Committee and the opinion of the Transaction Committee's financial advisors, the Board has unanimously approved the Transaction and determined that the Transaction is in the best interest of the Company. The Board has resolved to recommend that the Company's securityholders vote in favor of the Transaction, subject to the terms and conditions contained in the Business Combination Agreement. Advisors Leerink Partners is serving as the exclusive financial advisor to ESSA and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as ESSA's Canadian legal counsel and U.S. legal counsel, respectively. Stikeman Elliott LLP and Gibson, Dunn & Crutcher LLP are serving as XOMA Royalty's Canadian legal counsel and U.S. legal counsel, respectively. About ESSA Pharma Inc. ESSA is a pharmaceutical company that was previously focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. For more information, please visit About XenoTherapeutics, Inc. XenoTherapeutics Inc. is a Massachusetts-based 501(c)(3) research foundation focused on advancing xenotransplantation through scientific research, clinical development, and public education. For more information, please visit About XOMA Royalty Corporation XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. The Company has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate). For more information about the Company and its portfolio, please visit or follow XOMA Royalty Corporation on LinkedIn. Forward Looking Statements This communication, and any related oral statements, contains certain information which, as presented, constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements that relate to future events and often address expected future business and financial performance, containing words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions and include, but are not limited to, statements regarding the proposed timing and completion of the Transaction; the amounts payable under the Transaction; the Company's application to the Supreme Court of British Columbia for a reduction of capital and cash distribution prior to the closing of the Transaction; the timing and receipt of securityholder, regulatory and court approvals of the Transaction; the satisfaction of the conditions to the completion of the Transaction and other statements that are not statements of historical facts. In this communication, these forward-looking statements are based on ESSA's current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by ESSA, all of which are subject to change. Forward-looking statements are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of ESSA to control or predict, and which may cause ESSA's actual results, performance or achievements to be materially different from those expressed or implied thereby, including the consummation of the Transaction and the anticipated benefits thereof. Such statements reflect ESSA's current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by ESSA as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, regulatory, political and social uncertainties and contingencies. In making forward-looking statements, ESSA may make various material assumptions, including but not limited to (i) the completion of the Transaction on anticipated terms and timing, including obtaining required securityholder, regulatory and court approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that could be instituted by or against ESSA, Xeno, XOMA Royalty or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Transaction will harm ESSA's business, including current plans and operations; (iv) the ability of ESSA to retain and hire key personnel; (v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting ESSA's business; (viii) the accuracy of ESSA's financial projections; (ix) general business, market and economic conditions; (x) certain restrictions during the pendency of the Transaction that may impact ESSA's ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as ESSA's response to any of the aforementioned factors; (xii) significant transaction costs associated with the Transaction; (xiii) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) competitive responses to the Transaction; (xv) the risks and uncertainties pertaining to ESSA's business, including those set forth in ESSA's Annual Report on Form 10-K dated December 17, 2024, under the heading "Risk Factors", a copy of which is available on ESSA's profile on EDGAR at and on SEDAR+ at and as otherwise disclosed from time to time on ESSA's EDGAR and SEDAR+ profiles; and (xvi) the risks and uncertainties that will be described in the proxy statement and management information circular for the Company's securityholders filed with the U.S. Securities and Exchange Commission (the "SEC," and such statement, the "Proxy Statement") available from the sources indicated above. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on ESSA's financial condition, results of operations, credit rating or liquidity. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and ESSA undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable United States and Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements. Important Additional Information and Where to Find It In connection with the proposed Transaction between ESSA, Xeno and XOMA Royalty, ESSA will file with the SEC the Proxy Statement, the definitive version of which will be sent or provided to ESSA securityholders. ESSA may also file other documents with the SEC regarding the proposed Transaction. This document is not a substitute for the proxy statement or any other document which ESSA may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain free copies of the proxy statement (when it is available) and other documents that are filed or will be filed with the SEC by ESSA through the website maintained by the SEC at on SEDAR+ at ESSA's website at Participants in the Solicitation ESSA and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from ESSA's shareholders in connection with the proposed Transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed Transaction (if and when they become available). Information relating to the foregoing can also be found in ESSA's proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on January 22, 2025 (the "Annual Meeting Proxy Statement"). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on ESSA's Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above. ESSA Contact Information: or Nick Lamplough / Dan Moore [email protected] XenoTherapeutics Contact Information: Jon Adkins President & Co-Founder, Xeno Therapeutics Foundation [email protected] XOMA Royalty Investor Contact Juliane Snowden XOMA Royalty Corporation +1 646-438-9754 [email protected] XOMA Royalty Media Contact Kathy Vincent KV Consulting & Management [email protected]
Kyodo News
14-07-2025
- Entertainment
- Kyodo News
Summer Anime "Dr. STONE SCIENCE FUTURE" Second Cour Reveals Non-credit OP & ED Videos! Character Designs by Original Manga Artist Boichi Also Unveiled
To commemorate the premiere of the second cour of "Dr. STONE" fourth season, the non-credit opening and ending videos have been released, along with new character designs by original manga artist Boichi! "Dr. STONE," with a story by Riichiro Inagaki and art by Boichi, was serialized in Weekly Shonen Jump (Shueisha) from 2017 to 2022. The series garnered critical acclaim, securing second place in the "Next Manga Awards 2018" (comics category) and winning the Shogakukan Manga Award in the shonen category. Its cumulative manga sales have exceeded 18 million copies. The anime adaptation's final season, "Dr. STONE SCIENCE FUTURE," began airing in 2025 across three split cours. The second cour of the fourth season debuted on July 10, 2025 (Japan Time) and is available for streaming on Crunchyroll. Non-credit Opening and Ending Video Released! The original song "SUPERNOVA" by KANA-BOON, an original composition specifically for this series, features as the opening movie. This solid and aggressive track accompanies visuals of Senku's Kingdom of Science and the rivaling "dark" Kingdom of Science led by Xeno and Stanley. The high-energy rhythm of the song perfectly matches exciting shots of Senku and his team riding motorcycles, ensuring an adrenaline-pumping experience! ■Non-credit opening movie For the ending movie, "no man's world," an original song by otoha also composed exclusively for this anime, presents a melancholic melody. The visuals focus on Kohaku, Tsukasa, and Hyoga, beautifully expanding and deepening the world of the second cour of the season. Be sure to check it out! ■Non-credit ending movie Exclusive Character Designs by Boichi Sensei Revealed! A thrilling anime-original sequence, supervised by original author Riichiro Inagaki-sensei, opens the first episode of the second cour, showcasing Xeno and Stanley's childhood. To accompany this exciting revelation, we are delighted to present rare and valuable character designs of young Xeno and Stanley, specially illustrated by Boichi-sensei, the original manga series' artist. About " Second cour of the fourth season will premier on July 10, 10 PM (JST)! ●Season 1, Season 2, and Season 3 are available to stream on Crunchyroll. INTRODUCTION Discovering Why-man, the architect of humanity's petrification, resides on the moon, Senku embarks on the ambitious "Moon Landing Project" to solve the ultimate mysteries. This monumental undertaking necessitates building a spacecraft from the ground up. Senku and his team immediately set off to circumnavigate the globe, gathering the essential materials for their vessel. Their first stop, America, leads them to an unexpected encounter: an advanced Kingdom of Science led by Dr. Xeno. A swift, intense battle of scientific prowess ensues, with both sides aiming to neutralize the opposing leader. Ultimately, Chrome and his team succeed in capturing Dr. Xeno. Evading Stanley's relentless pursuit, their next objective is the source of the devastating petrification beam: South America. As they meticulously unravel the secrets of the "Medusa" petrification device, Senku and his companions speed through the Amazon, continuously innovating and crafting. With Stanley's forces closing in, Senku and the Kingdom of Science are determined to safeguard the spirit of scientific discovery as they finally reach the heart of Medusa. Staff Original Work: "Dr. STONE" by Riichiro Inagaki & Boichi (Published by Shueisha Jump Comics) Director: Shuhei Matsushita Series Composition: Kurasumi Sunayama Character Design: Yuko Iwasa Design Works: Yoshio Mizumura Art Setting: Chiyuki Aoki Art Director: Shunichiro Yoshihara Color Design: Fusako Nakao Director of Photography: Chiyuki Kojima Editor: Kumiko Sakamoto Sound Director: Jin Aketagawa Music: Tatsuya Kato, Hiroaki Tsutsumi, YUKI KANESAKA Animation Production: TMS Entertainment Second Cour Opening Theme: "SUPERNOVA" by KANA-BOON (Ki/oon Music) Second Cour Ending Theme: "no man's world" by otoha (Ki/oon Music) Cast Senku Ishigami: Yusuke Kobayashi Taiju Oki: Makoto Furukawa Yuzuriha Ogawa: Kana Ichinose Kohaku: Manami Numakura Chrome: Gen Sato Suika: Karin Takahashi Gen Asagiri: Kengo Kawanishi Hyouga: Mugihito Tsukasa Shishio: Yuichi Nakamura Hyoga: Akira Ishida Ukyo Saionji: Kensho Ono Ryusui Nanami: Ryota Suzuki Francois: Maaya Sakamoto Chelsea: Megumi Han Dr. Xeno: Kenji Nojima Stanley Snyder: Koji Yusa and others Official Website Official Twitter (@STONE_anime_off) Official TikTok ©Kome studio,Boichi/SHUEISHA, Project ※Some parts of this text have been translated using machine translation
UPI
25-06-2025
- Entertainment
- UPI
Watch: 'Xeno' trailer shows girl befriend alien monster
1 of 4 | Lulu Wilson stars in the sci-fi adventure film "Xeno." File Photo by Jim Ruymen/UPI | License Photo June 25 (UPI) -- Lulu Wilson befriends an extraterrestrial creature in Xeno, which arrives in theaters Sept. 19. A trailer released Wednesday shows Wilson's character racing the alien while she drives an ATV. "As government agents close in, the girl discovers the alien is not the extraterrestrial she expected," an official synopsis reads. "Compelled to protect her new friend, she uncovers a secret that could change the fate of both their worlds." The film also stars Omari Hardwick, Wrenn Schmidt and Paul Schneider. Matthew Loren Oates directs, with Kevin Hart and his Hartbeat production company as producer.
Kyodo News
16-06-2025
- Entertainment
- Kyodo News
"Dr. STONE SCIENCE FUTURE" Second Cour to Air from July 10th! Main PV and Theme Songs Revealed
By Koji Uchida, Animate Times - 5 minutes ago - 17:41 | All The second cour of the fourth and final season of the TV anime "Dr. STONE SCIENCE FUTURE" is set to air from Thursday, July 10th (Japan Time)! Global streaming will be available on Crunchyroll. Along with this announcement, the main promotional video (PV) for the second cour and information about the opening and ending theme songs have been revealed. Furthermore, it has been announced that Megumi Han will voice Chelsea, a young genius geographer who will make her debut in the second cour. Second Cour PV! Next stop: South America! After a battle of wits that led to Xeno's capture, Senku and his team set their sights on the source of all mysteries, embarking on an epic adventure across the South American continent! The main promotional video showcases a thrilling sequence of events set to KANA-BOON's theme song "SUPERNOVA." It features Stanley and his group in hot pursuit, determined to rescue Xeno, while Senku and his allies face incoming challenges head-on with their scientific prowess as they race towards the origin of all enigmas. The story now enters the second cour of its final season. Senku and his friends' grand crafting adventure, with the fate of the Stone World hanging in the balance, premieres Thursday, July 10th at 10:00 PM (JST)!
Yahoo
06-04-2025
- Business
- Yahoo
Boss uses a recruiter-approved coffee cup test in every interview—and he won't hire anyone who fails it
There's another red flag test to have on your radar, this time involving coffee cups. One boss says he won't hire anyone who fails it—and recruiters tell Fortune it actually works. Previously, we've heard from a CEO who rejects job candidates who say they can start right away and the sneaky salt and pepper test that plagues lunch interviews. Now, there's a coffee cup test to add to job seekers' list of hoops they need to jump through to land a job in today's tough market. The trick was described by an Australian boss, Trent Innes, who is the former managing director of accounting platform Xeno, and now works as the chief growth officer at SiteMinder. Speaking on the business podcast "The Ventures," Innes said he always takes prospective employees for a walk to the kitchen for a beverage—and although he calls it a coffee cup test, it's not about whether you take your caffeine hit black or with sugar. You could even forgo coffee for water or tea and still pass the test. It's what you do with your cup afterward that he's keeping an eye on. "Then we take that back, have our interview, and one of the things I'm always looking for at the end of the interview is, does the person doing the interview want to take that empty cup back to the kitchen?" Innes said. Unfortunately, those who have the right skills for the job but leave their dirty mug at the scene of the interview probably won't hear back from the hiring manager. Innes thinks it's a red flag that they're not the right culture fit for the company. "You can develop skills, you can gain knowledge and experience, but it really does come down to attitude, and the attitude that we talk a lot about is the concept of 'wash your coffee cup,'" the boss added. Taking your used cup, mug or glass back to the kitchen highlights that you're a team player, considerate, and care about the small things. It's not what you know, or even who you know—countless CEOs have highlighted that success hinges on attitude. Like Innes, Andy Jassy has said that an 'embarrassing amount of how well you do, particularly in your twenties' depends on it. 'I think people would be surprised how infrequently people have great attitudes,' the Amazon CEO revealed. 'I think it makes a big difference.' Likewise, the CEOs of Pret and Kurt Geiger have both stressed that being nice to their boss and coworkers was one of the biggest determining factors in their success. 'You cannot teach positive attitudes and engagement and energy,' Cisco's U.K. CEO Sarah Walker echoed recently in Fortune. That's the No. 1 green-flag trait she keeps an eye out for when hiring or looking to promote from within—and she said it outweighs what's on your resume, especially early in your career. 'It's more about the person first and foremost than it is about skills or experience,' she added. If you want to test for attitude over aptitude, you'd be happy to learn that the coffee cup test actually works. Lewis Maleh, CEO of the global executive recruitment agency Bentley Lewis, says it's one of many subtle tests he's seen in his 20 years of recruiting experience—'and I think there's some real value to it.' 'I've found that these little behavioral observations can tell you so much about a person that you'd never catch in a formal Q&A,' he says, adding that employers could also watch how interviewees treat reception staff for similar intel. 'So much of hiring is about culture and fit and I think this is an important part of assessing whether someone would suit your organization.' But he wouldn't pin entire hiring decisions on such tests. 'I see it more as one piece,' he adds. 'Go for it, but keep it in perspective. Not every great candidate will think to clear their cup, especially if they're nervous or unfamiliar with your office. Some might even come from work cultures where this wasn't expected.' After offering to help an assistant clean up coffee cups people had left behind from a prior meeting, Saira Demmer says she landed a role at SF Recruitment. In the four years since, she's been promoted to CEO. 'It was between me and another candidate,' Demmer recalls. "I insisted on helping, and she fed back to the 2 MDs making the decision that she strongly felt I was the better fit for that reason.' 'I don't personally put people through this test, but I do think it's a good one because it's a real-life test of EQ, teamwork, and understanding of the environment around you,' she adds. 'These skills are critical to success and a very good guide as to how likely someone is to have a positive impact on others or not. Culture is such a huge driver of business success that I would applaud any leader who takes the level of care to consistently look for these kinds of details.' This story was originally featured on
