Recursion Pharmaceuticals (RXRX) Proxy Filing summary

Executive summary

• Recursion and Exscientia have entered into a definitive agreement for Recursion to acquire Exscientia in a stock-for-stock transaction, with Exscientia shareholders receiving 0.7729 Recursion shares per Exscientia share, resulting in pro forma ownership of ~74% Recursion shareholders and ~26% Exscientia shareholders.

• The combined company will have a diversified clinical and near-clinical pipeline, with approximately 10 clinical readouts expected over the next 18 months and a strong cash position of ~$850 million as of Q2 2024, with estimated annual synergies of ~$100 million and a cash runway into 2027.

• The transaction is expected to close by early 2025, subject to shareholder and regulatory approvals, and will be accounted for as a business combination with Recursion as the accounting acquirer.

Voting matters and shareholder proposals

• The transaction requires approval from both Recursion stockholders and Exscientia shareholders, as well as regulatory clearances and court sanctioning in the UK.

• Exscientia shareholders will vote on the scheme of arrangement, and Recursion stockholders will vote on the issuance of shares and related matters.

Board of directors and corporate governance

• Upon closing, Recursion will be the go-forward entity, with its CEO remaining in place and Exscientia’s interim CEO joining as Chief Scientific Officer.

• Two Exscientia board members will join the Recursion board.