Esperion Therapeutics (ESPR) Proxy filing summary

Executive summary

• A definitive merger agreement was signed for the acquisition of all outstanding shares at $3.16 per share in cash, plus contingent value rights (CVRs) for up to $100 million in milestone payments, valuing the transaction at up to $1.1 billion on a fully diluted basis.

• The transaction is expected to close in Q3 2026, subject to shareholder and regulatory approvals, with no financing condition attached.

• The Board of Directors unanimously approved the merger and recommends shareholder approval.

• Upon completion, the company will become privately held and delist from Nasdaq.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting, with the Board recommending approval.

• The proxy statement will be filed with the SEC and distributed to shareholders.

Board of directors and corporate governance

• The Board unanimously determined the merger is in the best interests of shareholders and directed the agreement be submitted for a vote.

• Directors of the company will resign effective at the merger closing, and directors of the acquiring entity will become directors of the surviving corporation.