Esperion Therapeutics, Inc. Merger Agreement and Contingent Value Rights

Esperion Therapeutics, Inc. has entered into an Agreement and Plan of Merger with Essence Parent Inc. and Essence MergerCo Inc. The agreement outlines a merger where MergerCo will merge with and into Esperion, with Esperion continuing as a subsidiary of Parent. The transaction is subject to stockholder approval and customary closing conditions, with an expected closing in the third quarter of 2026. Upon completion, each share of Esperion common stock will be converted into $3.16 in cash, plus one contingent value right (CVR). These CVRs represent the right to receive additional cash payments, up to an aggregate of $100 million, contingent upon the achievement of specific net sales milestones for certain bempedoic acid and bumetanide products. The agreement also details the treatment of stock options and restricted stock units, which will be cashed out and receive CVRs. Esperion’s board of directors has unanimously approved the merger agreement and recommended that stockholders vote in favor of the adoption of the agreement. The filing also includes the text of the Merger Agreement as Exhibit 2.1 and a press release regarding the agreement as Exhibit 99.1.