Esperion Therapeutics Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 14:01

Material Event (Form 8-K)

Item 8.01. Other Events.

As previously disclosed, on May 1, 2026, Esperion Therapeutics, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Essence Parent Inc., a Delaware corporation and an affiliate of ArchiMed SAS ("Parent"), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the "Merger").

The completion of the Merger is conditioned upon, among other things, the approval of the Merger by the Bundeskartellamt under the German Act Against Restraints of Competition (Gesetz Gegen Wettbewerbsbeschränkungen). On June 8, 2026, the Company received notice, effective as of June 2, 2026, that the Bundeskartellamt cleared the Merger. The completion of the Merger remains subject to the satisfaction of other closing conditions, including the expiration or termination of the applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended from time to time, and the adoption of the Merger Agreement by the Company's stockholders.

As previously disclosed, the special meeting of Company stockholders to consider adoption of the Merger Agreement has been scheduled to be held virtually on July 8, 2026 at 8:00 a.m. Eastern Time.

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