Catalyst Pharmaceuticals (CPRX) Proxy filing summary

Executive summary

• Special Meeting called to vote on a merger with Angelini Pharma, making the company a wholly owned subsidiary and delisting its shares from Nasdaq.

• Shareholders to receive $31.50 per share in cash, a 21% premium to the unaffected closing price on April 22, 2026.

• The board unanimously recommends approval of the merger, compensation, and adjournment proposals.

• J.P. Morgan provided a fairness opinion, concluding the merger consideration is fair from a financial perspective.

Voting matters and shareholder proposals

• Three proposals: (1) adopt the Merger Agreement, (2) approve, on an advisory basis, executive compensation related to the merger, (3) adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Directors and executive officers, holding about 5.5% of shares, have signed voting agreements to support all proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including outreach to other potential acquirers.

• The board considered business prospects, competitive landscape, regulatory risks, and concluded the merger offers the best value for shareholders.

• All directors and officers will resign at the effective time, replaced by Angelini Pharma appointees.