Catalyst Pharmaceuticals (CPRX) Proxy filing summary

Executive summary

• Angelini Pharma will acquire Catalyst through a merger, making Catalyst a wholly owned subsidiary, with the transaction valued at $4.1 billion and a 28%+ premium over recent share prices.

• The deal is positioned as transformative, expanding Angelini's presence into the US market and consolidating its leadership in brain health and rare diseases.

• The transaction is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals.

• Both companies will remain independent until closing, with no immediate changes to operations or patient services anticipated.

• The integration plan is under consideration, aiming to preserve value creation capabilities in both Europe and the US.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the merger agreement, with further details to be provided in the forthcoming proxy statement.

• Information on directors', officers', and major shareholders' interests in the transaction will be disclosed in the proxy materials.

Board of directors and corporate governance

• Angelini Pharma underwent significant governance changes, including board and management restructuring, to support its international expansion.

• Catalyst's directors and executive officers may have interests in the transaction that differ from other shareholders, to be detailed in the proxy statement.