Esperion Therapeutics (ESPR) Proxy filing summary

Executive summary

• A special meeting is scheduled for July 8, 2026, to vote on a proposed merger where shareholders will receive $3.16 per share in cash and one contingent value right (CVR) per share, subject to milestone achievements.

• The merger is with Essence Parent Inc., an affiliate of ArchiMed SAS, and will result in the company becoming a wholly owned subsidiary, with shares delisted from Nasdaq.

• The Board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal.

• The merger consideration includes a CVR, offering potential additional payments based on future product sales milestones.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the other proposals require a majority of votes cast.

• Shareholders of record as of May 28, 2026, are eligible to vote.

• Dissenting shareholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Board conducted a thorough review of strategic alternatives, including outreach to multiple potential acquirers, before negotiating with ArchiMed.

• The Board determined the merger consideration is fair and in the best interests of shareholders, supported by a fairness opinion from Centerview Partners LLC.

• Directors and officers are expected to vote their shares in favor of the proposals.