Catalyst Pharmaceuticals (CPRX) Proxy filing summary

Executive summary

• Entered a definitive merger agreement for acquisition by Angelini Pharma at $31.50 per share in cash, valuing the equity at approximately $4.1 billion, with closing expected in Q3 2026 pending regulatory and shareholder approvals.

• Angelini Pharma, a global pharmaceutical company, will establish its U.S. commercial presence through this transaction, aiming to create a robust platform for rare disease therapies.

• The transaction delivers a 21% premium to the unaffected closing share price and a 28% premium to the 30-day volume-weighted average price prior to public awareness.

• Both companies will remain independent until closing, with no immediate changes to operations, compensation, or benefits.

• The Board unanimously approved the transaction after a thorough review with independent advisors, and a fairness opinion was received from JP Morgan.

Voting matters and shareholder proposals

• Shareholders will vote to approve the merger; approval is a key closing condition.

• The transaction is subject to customary closing conditions, including regulatory and shareholder approvals.

• No go-shop provision is included; a termination fee applies, details to be disclosed in SEC filings.

Board of directors and corporate governance

• Information on directors’ and executive officers’ interests is available in the Amended 2026 Annual Report and will be included in the proxy statement.

• Any changes in security holdings by directors and officers since the last report will be reflected in SEC filings.

• The Board conducted a thorough review and unanimously determined the transaction maximizes shareholder value.