Mural Oncology Announces Final Cash Consideration Payable on Closing of Acquisition by XOMA Royalty

Rhea-AI Summary

Mural Oncology (Nasdaq: MURA) announced the final cash consideration for its agreed acquisition by XOMA Royalty (Nasdaq: XOMA). The Additional Price Per Share was finally determined as $0.000, making the total cash consideration payable to Mural shareholders on closing $2.035 per share.

The Acquisition will be effected via an Irish High Court‑sanctioned scheme of arrangement and is expected to close in early December 2025, subject to satisfaction of outstanding closing conditions and court sanction.

Positive

• Total cash consideration of $2.035 per share
• Additional Price Per Share finalized at $0.000

Negative

• Acquisition closing is conditional on Irish High Court sanction and remaining closing conditions

Insights

Corporate Finance Analyst

Mural agreed to be acquired by XOMA Royalty for $2.035 cash per share; closing expected in early December 2025.

The transaction mechanism is a court‑sanctioned Irish "scheme of arrangement" under Chapter 1 of Part 9 of the Irish Companies Act 2014, with the Additional Price Per Share finally set at $0.000, resulting in total cash consideration of $2.035 per share. This is a definitive pricing outcome tied to the Transaction Agreement announced on August 20, 2025, and the parties state an expected closing in early December 2025, subject to outstanding closing conditions and Irish High Court sanction.

Key dependencies and risks remain procedural: satisfaction or waiver of closing conditions and formal sanction by the Irish High Court. The announcement explicitly identifies those contingencies and warns that timing and completion are not guaranteed; these are the critical gating items that determine whether the cash consideration will be paid as described.

Concrete items to watch over the next few weeks include receipt of Irish High Court sanction and confirmation that all closing conditions are satisfied or waived, both prior to the expected closing in early December 2025. Monitor published filings and the company website for formal court sanction notices and any updates to the closing timetable.

WALTHAM, Mass. and DUBLIN, Ireland, Nov. 26, 2025 (GLOBE NEWSWIRE) -- Mural Oncology plc (Nasdaq: MURA) (“Mural”) announces that, in accordance with the terms of the transaction agreement between XOMA Royalty Corporation (Nasdaq: XOMA) (“XOMA Royalty”), XRA 5 Corp. (“Sub”) and Mural announced on August 20, 2025 (the “Transaction Agreement”), the Additional Price Per Share (as defined in the Transaction Agreement) has been finally determined in accordance with Clause 2.4 of the Transaction Agreement as $0.000. As a result, the total cash consideration payable to Mural shareholders on closing of the Acquisition (as defined below) will be $2.035 in cash per share.

As previously announced on August 20, 2025, XOMA Royalty, Sub and Mural entered into the Transaction Agreement pursuant to which Sub, a wholly-owned subsidiary of XOMA Royalty, has agreed to acquire the entire issued and to be issued share capital of Mural (the “Acquisition”) pursuant to an Irish High Court sanctioned “scheme of arrangement” under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the “Scheme”).

The Acquisition is expected to close in early December 2025, subject to the satisfaction of the outstanding closing conditions and the sanction of the Scheme by the Irish High Court.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

Enquiries

Mural Oncology plc
ir@muraloncology.com

Lucid Capital Markets, LLC (Financial Adviser to Mural)
570 Lexington Ave, 40th Floor
New York, NY 10022

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this announcement regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Mural, XOMA Royalty or Sub. Forward-looking statements are intended to be identified by words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include but are not limited to statements regarding Mural, XOMA Royalty and Sub’s intention to consummate the Acquisition and the expected timing of the closing of the Acquisition.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Risks and uncertainties that may cause actual results to differ from expectations include: uncertainties as to the possibility that closing conditions for the Acquisition may not be satisfied or waived, including the failure to receive sanction of the Scheme by the Irish High Court; the other risks and uncertainties pertaining to Mural’s business, including those described in Mural’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) and the definitive proxy statement filed with the SEC on September 23, 2025, as well as Mural’s subsequent filings with the SEC; and other potential risks and uncertainties related to XOMA Royalty, including those described in more detail in XOMA Royalty’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and its other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date when made. All subsequent oral or written forward-looking statements attributable to Mural, XOMA Royalty or Sub or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of Mural, XOMA Royalty or Sub undertake any obligation to update or revise the forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Statement Required by the Irish Takeover Rules 

The directors of Mural accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Mural (who have taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure Requirements of the Irish Takeover Rules

Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Mural must disclose all “dealings” in such “relevant securities” during the “offer period”. The disclosure of a “dealing” in “relevant securities” by a person to whom Rule 8.3(b) applies must be made by no later than 3:30pm (U.S. Eastern Time) on the “business day” following the date of the relevant “dealing”. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person’s interests and short positions in any “relevant securities” of Mural.

All “dealings” in “relevant securities” of Mural by a bidder, or by any party acting in concert with a bidder, must also be disclosed by no later than 12:00 noon (U.S. Eastern Time) on the “business day” following the date of the relevant “dealing”.

If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of Mural, they will be deemed to be a single person for the purpose of Rule 8.3(a) and (b) of the Irish Takeover Rules.

A disclosure table, giving details of the companies in whose “relevant securities” dealing disclosures should be made, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website.

If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

General

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such restricted jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, each of Mural, XOMA Royalty and Sub disclaims any responsibility or liability for the violations of any such restrictions by any person.

Publication on a Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Mural’s website at https://ir.muraloncology.com/ by no later than 12:00 noon (U.S. Eastern Time) on the business day following publication of this announcement. Neither the content of the website referred to in this announcement nor the content of any other websites accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

FAQ

What cash consideration will MURA shareholders receive on closing of the XOMA Royalty acquisition?

MURA shareholders will receive $2.035 in cash per share on closing.

What was the Additional Price Per Share determined for Mural (MURA)?

The Additional Price Per Share was finally determined as $0.000.

When is the XOMA Royalty acquisition of Mural (MURA) expected to close?

The Acquisition is expected to close in early December 2025, subject to closing conditions and court sanction.

How will the XOMA Royalty acquisition of Mural be completed legally?

The transaction will be completed via an Irish High Court‑sanctioned scheme of arrangement under the Irish Companies Act 2014.

Is the MURA acquisition by XOMA Royalty final and guaranteed?

No; the closing remains subject to satisfaction of outstanding closing conditions and sanction by the Irish High Court.

Where can Mural shareholders find required regulatory disclosure under the Irish Takeover Rules?

Disclosures and dealing rules are available on the Irish Takeover Panel website and Mural will publish the announcement on its investor website by the required deadline.