Catalyst Pharmaceuticals (CPRX) Proxy filing summary

Executive summary

• Angelini Pharma will acquire all outstanding shares for $31.50 per share in cash, valuing the transaction at approximately $4.1 billion, a 28% premium to the 30-day average price as of April 22, 2026.

• The merger was unanimously approved by both companies' boards and is expected to close in Q3 2026, pending shareholder and regulatory approvals.

• Catalyst will become a wholly owned subsidiary of Angelini Pharma, integrating its rare disease portfolio and U.S. commercial infrastructure.

• The acquisition is not subject to a financing condition and will be funded through a mix of cash and debt, with BNP Paribas as sole global coordinator.

• Catalyst's 2026 annual meeting of stockholders will be suspended due to the pending transaction.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; approval by a majority of outstanding shares is required.

• Directors and executive officers have entered into voting agreements to support the merger and oppose competing proposals.

• The agreement includes a no-shop provision, but allows the board to consider superior proposals under certain conditions.

• If the agreement is terminated for a superior proposal or certain other events, a $155.5 million termination fee is payable.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of shareholders.

• At closing, the board and officers of the surviving corporation will be those of Angelini's subsidiary.

• An amendment to the bylaws was adopted to reinforce Delaware as the exclusive forum for certain legal actions.