Esperion Therapeutics, Inc.

DEFM14A 1 tm2615754-2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ​ Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ​ ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material Under §240.14a-12 ​ Esperion Therapeutics, Inc. ​ (Name of Registrant as Specified In Its Charter) N/A ​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): ☐ No fee required ​ ☒ Fee paid previously with preliminary materials ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ​ TABLE OF CONTENTS 3891 Ranchero Drive, Suite 150 Ann Arbor, MI 48108 June 8, 2026 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To our stockholders: You are cordially invited to attend a special meeting of stockholders (such meeting, including any adjournment or postponement thereof, the “special meeting”) of Esperion Therapeutics, Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held virtually on July 8, 2026, at 8:00 a.m. Eastern Time (unless the special meeting is adjourned or postponed). Holders (“Company stockholders”) of common stock, par value $0.001 per share, of the Company (“Company common stock”) will be able to attend the special meeting by visiting www.virtualshareholdermeeting.com/ESPR2026SM and using the 16-digit control number included in their proxy materials. Company stockholders will not be able to attend the special meeting in person. As previously announced, on May 1, 2026, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Essence Parent Inc., a Delaware corporation (“Parent”), and an affiliate of ArchiMed SAS, and Essence MergerCo Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“MergerCo”), providing for, subject to the satisfaction or waiver (to the extent permitted by applicable law) of specified conditions, the acquisition of the Company by Parent pursuant to the merger of MergerCo with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent (the “surviving corporation”). If the merger is completed, you will be entitled to receive in exchange for each share of Company common stock that you own as of immediately prior to the effective time of the merger (a) an amount in cash equal to $3.16 per share, without interest, and (b) one contractual contingent value right per share, representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones, subject to any applicable withholding taxes (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the Delaware General Corporation Law). The Board of Directors of the Company (the “Board”) reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger (the “transactions”). The Board unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, that the Company enter into the merger agreement and consummate the transactions, including the merger, but excluding the debt financing and any Parent co-investment (the “merger transactions”); (b) adopted and approved the merger agreement and the consummation by the Company of the merger transactions, including the merger; (c) recommended that Company stockholders vote to approve the adoption of the merger agreement; and (d) directed that the merger agreement and the merger transactions be submitted to Company stockholders entitled to vote thereon for adoption. At the special meeting, you will be asked to consider and vote on (a) a proposal to adopt the merger agreement and approve the consummation of the merger transactions (the “merger agreement proposal”), (b) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger (the “advisory compensation proposal”) and (c) a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement proposal at the time of the special meeting (the “adjournment proposal”). The Board unanimously recommends that you vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. TABLE OF CONTENTS The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement and the transactions. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the merger. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto, as they contain important information about, among other things, the merger and how it affects you. Your vote is important regardless of the number of shares of Company common stock that you own. We cannot complete the merger unless the merger agreement proposal is approved by the affirmative vote (in person or by proxy) of the holders of a majority of outstanding shares of Company common stock entitled to vote thereon. Whether or not you plan to attend the special meeting, we want to make sure your shares are represented at the meeting. After reading the accompanying proxy statement, please authorize a proxy to vote your shares of Company common stock by completing, dating, signing and returning your proxy card, grant your proxy electronically over the Internet or telephonically as described in the accompanying proxy statement, or vote your shares by attending and voting at the special meeting. Instructions regarding the methods of authorizing your proxy are detailed in the section of the accompanying proxy statement entitled “ The Special Meeting — Voting Procedures ”. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold Company common stock through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your Company common stock. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you have any questions or need assistance voting, please contact our proxy solicitor: MacKenzie Partners, Inc. 7 Penn Plaza, Suite 503 New York, New York 10001 Stockholders may call toll-free: (800) 322-2885 Banks and brokers may call: (212) 929-5500 Proxy@mackenziepartners.com On behalf of the Board, thank you for your continued support. Sincerely, SHELDON L. KOENIG President, Chief Executive Officer and Director June 8, 2026 The merger has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense. The accompanying proxy statement is dated June 8, 2026 and, together with the enclosed form of proxy card, is first being mailed to Company stockholders on or about June 8, 202