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
News Market Reaction
On the day this news was published, MURA declined 3.81%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
Biotech peers show mixed moves, with names like SNTI up 4.04% and LVTX down 3.87%, while MURA trades flat around the agreed cash consideration.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 03 | Scheme sanctioned | Positive | -0.5% | Irish High Court sanctioned the scheme of arrangement for XOMA acquisition. |
| Nov 26 | Final deal terms | Negative | -3.8% | Additional Price set to $0.000, confirming total cash at $2.035 per share. |
| Oct 24 | Shareholder approval | Positive | +0.5% | Shareholders approved the proposed acquisition and consideration structure. |
| Sep 23 | Proxy mailing | Neutral | +0.0% | Company began mailing definitive proxy and detailed scheme and meeting logistics. |
| Aug 20 | Deal announcement | Positive | +16.1% | Entry into definitive agreement to be acquired for cash between $2.035–$2.24 per share. |
Acquisition-related headlines have generally seen price moves that align with the news tone, with only one mild divergence after court sanction.
Over recent months, Mural’s trajectory has been dominated by its sale to XOMA Royalty. The August 20 agreement set a base price of $2.035 per share with potential upside, and shareholder approval on October 24, 2025 advanced the process. This release fixes the Additional Price at $0.000, confirming total cash consideration of $2.035 per share and moving the deal toward an Irish High Court–sanctioned close in early December 2025.
Market Pulse Summary
This announcement confirms the final economics of Mural’s agreed sale to XOMA Royalty, fixing the Additional Price Per Share at $0.000 and total cash consideration at $2.035 per share. It advances a process that has already included shareholder approval and detailed scheme documentation. Investors following the story may watch for Irish High Court sanction, satisfaction of closing conditions, and the actual completion timing in early December 2025 under the scheme of arrangement framework.
Key Terms
scheme of arrangement regulatory
AI-generated analysis. Not financial advice.
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
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
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?
What was the Additional Price Per Share determined for Mural (MURA)?
When is the XOMA Royalty acquisition of Mural (MURA) expected to close?
How will the XOMA Royalty acquisition of Mural be completed legally?
Is the MURA acquisition by XOMA Royalty final and guaranteed?
Where can Mural shareholders find required regulatory disclosure under the Irish Takeover Rules?
