Mural Oncology Announces that Mural Shareholders Approve the Proposed Acquisition by XRA 5 Corp., a Wholly Owned Subsidiary of XOMA Royalty

Rhea-AI Summary

Mural Oncology (Nasdaq: MURA) shareholders approved the proposed acquisition by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty, at meetings held October 24, 2025 in Dublin.

The transaction values Mural's issued and to be issued share capital at approximately $36.2 million. Under the agreement each Mural share will receive a Base Price Per Share of $2.035 payable at closing, plus an Additional Price Per Share up to $0.205 depending on Closing Net Cash. The deal is expected to close in Q4 2025, subject to customary conditions and sanction of the High Court of Ireland.

Positive

• Transaction value of approximately $36.2 million
• Base cash price of $2.035 per share payable at closing
• Additional cash potential up to $0.205 per share tied to Closing Net Cash
• Shareholder approval with >99% of votes cast in favour at both meetings

Negative

• Schemes require High Court of Ireland sanction before closing
• Vote participation represented ~58%–61% of shares outstanding eligible to vote

Insights

M&A governance analyst

Shareholders approved the acquisition by XRA 5 Corp.; closing expected in Q4 2025 subject to court sanction and customary conditions.

Mural shareholders voted to approve a scheme of arrangement to sell the company to XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty. The agreed Base Price Per Share is $2.035, based on an Estimated Closing Net Cash of $36.2 million, with an Additional Price Per Share of up to $0.205 tied to actual Closing Net Cash. The Acquisition (excluding any Additional Price) values the entire issued and to be issued share capital at approximately $36.2 million.

The approvals recorded overwhelming support among votes cast (99%+ for the meeting ballots) while representing approximately 58 of outstanding shares at the Scheme Meeting and 61 at the EGM. Completion remains conditional on the Irish High Court sanction and customary closing conditions, so the deal is not final until those conditions are satisfied.

Watch for the High Court sanction and the closing net cash determination ahead of the expected close in Q4 2025; the Additional Price Per Share depends solely on the disclosed Closing Net Cash calculation. Key near-term items are the Form 8-K with final vote tallies and any court order date resolving the scheme of arrangement.

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 SUCH JURISDICTION 

WALTHAM, Mass. and DUBLIN, Ireland, Oct. 24, 2025 (GLOBE NEWSWIRE) -- Mural Oncology plc (Nasdaq: MURA) (“Mural”) today announced that its shareholders have voted to approve the previously announced proposed acquisition of Mural by XRA 5 Corp. (“Sub”), a wholly owned subsidiary of XOMA Royalty Corporation (Nasdaq: XOMA) (“XOMA Royalty”). As described in more detail below, a majority in number of the shareholders of record present and voting, either in person or by proxy and more than 99 percent of the votes cast at both a scheme meeting of shareholders (the “Scheme Meeting”) and an extraordinary general meeting of shareholders (the “EGM”), both held on October 24, 2025 in Dublin, Ireland, were in favour of the transaction, representing in respect of the Scheme Meeting, approximately 58 percent of the shares outstanding and eligible to be voted at the Scheme Meeting and in respect of the EGM, approximately 61 percent of the shares outstanding and eligible to be voted at the EGM.

Under the terms of the transaction agreement among XOMA Royalty, Sub and Mural announced on August 20, 2025 (the “Transaction Agreement”), Sub has agreed to acquire the entire issued and to be issued share capital of Mural (the “Acquisition”). Under the terms of the Acquisition and subject to certain conditions, following closing, each Mural shareholder (i) would receive a base cash price of $2.035 per share (the “Base Price Per Share”), which has been calculated on the basis of Mural having approximately $36.2 million in Closing Net Cash on the Closing Net Cash Date (each as defined in the Transaction Agreement) (the “Estimated Closing Net Cash”) and (ii) may receive an additional cash amount per share of up to $0.205 (the “Additional Price Per Share”), which would be calculated on the basis of the amount by which Mural’s Closing Net Cash on the Closing Net Cash Date exceeds the Estimated Closing Net Cash. The Base Price Per Share would be payable to Mural shareholders on closing of the Acquisition regardless of the actual quantum of Mural’s Closing Net Cash on the Closing Net Cash Date. 

The Acquisition, excluding any amount that may be payable in respect of the Additional Price Per Share, values the entire issued and to be issued share capital of Mural at approximately $36.2 million. 

The Acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions and the sanction of the scheme of arrangement by the High Court of Ireland.

Results of Scheme Meeting and Extraordinary General Meeting

As described above, on October 24, 2025, Mural held the Scheme Meeting and EGM in Dublin, Ireland, in each case relating to the Acquisition. Both meetings were held to seek shareholder approval of the Acquisition, which will be effected by means of a “scheme of arrangement” under Chapter 1 of Part 9 of the Irish Companies Act of 2014, in accordance with Irish law. Mural shareholders approved the proposal at the Scheme Meeting and each of the proposals at the EGM that were required to approve and implement the scheme of arrangement.

There were 17,324,771 ordinary shares of Mural outstanding as of 10.00 p.m. (Irish local time) on September 18, 2025, the voting record time for the Scheme Meeting and the EGM. A quorum was present at each of the Scheme Meeting and the EGM. Because the votes required to approve the proposals at the Scheme Meeting and the EGM are based on votes properly cast at the applicable meeting, and because abstentions are not considered votes properly cast, abstentions and broker non-votes along with failures to vote have no effect on such proposals.

Mural will be filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission setting forth the final results of voting on each of the proposals submitted to a vote of Mural’s shareholders at the Scheme Meeting and the EGM. The final results of voting on each of the proposals submitted to a vote of Mural’s shareholders at the Scheme Meeting and the EGM are as follows.

Scheme Meeting

At the Scheme Meeting, the Mural shareholders voted on the proposal described below.

1. That the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court be agreed to:

Mural shareholders approved Proposal 1 with the following voting results including the percentage of votes cast for and against the proposal:

For					Against					Abstain	Broker Non-Votes
10,103,706		99.20%			81,149		0.79%			52,031	-

In addition, of the 9 shareholders of record voting on the proposal, 8 shareholders of record or 88.89% of those voting, voted in favour of the proposal and 1 shareholder of record or 11.11% of those voting, voted against the proposal.

The Mural shares voted in favour of and against Proposal 1 represented 58.31% and 0.46%, respectively, of the 17,324,771 Mural shares outstanding as of the voting record time and entitled to vote at the Scheme Meeting.

The votes cast in favour of Proposal 1 represented a majority in number of the shareholders of record present and voting, either in person or by proxy, and at least 75% of the value of the shares voted at the meeting, either in person or by proxy.

EGM

At the EGM, Mural shareholders voted on the proposals described below.

1. To approve the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court and authorize the directors of Mural to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect:

Mural shareholders approved Proposal 1 at the EGM with the following voting results including the percentage of votes cast for and against the proposal:

For					Against					Abstain	Broker Non-Votes
10,607,228		99.16%			89,435		0.83%			13,056	-

2. To approve the amendment to the articles of association of Mural so that any ordinary shares of Mural that are issued on or after the voting record time to persons other than Sub and/or its nominees will either be subject to the terms of the scheme or be immediately and automatically acquired by Sub and/or its nominee(s) for the scheme consideration:

Mural shareholders approved Proposal 2 at the EGM with the following voting results including the percentage of votes cast for and against the proposal:

For					Against					Abstain	Broker Non-Votes
10,647,967		99.54%			48,436		0.45%			13,316	-

About Mural Oncology plc

Mural Oncology plc is a biotechnology company focused on using its protein engineering platform to develop cytokine-based immunotherapies for the treatment of cancer with the goal of delivering meaningful and clinical benefits to people living with cancer.

On March 25, 2025, Mural announced that, based on the interim analysis of results, its Phase 3 ARTISTRY-7 trial of nemvaleukin alfa (“nemvaleukin”) in combination with pembrolizumab did not achieve its primary endpoint of a statistically significant improvement in overall survival versus investigator’s choice chemotherapy. Mural also announced that ARTISTRY-7 would not continue to final analysis and Mural would cease development of nemvaleukin for platinum resistant ovarian cancer. On April 15, 2025, Mural announced that following review of data from its Phase 2 ARTISTRY-6 trial of nemvaleukin in mucosal and cutaneous melanoma and the previously announced results from the ARTISTRY-7 trial, Mural was discontinuing all clinical development of nemvaleukin and planned to immediately commence an exploration of strategic alternatives focused on maximizing shareholder value.

Mural Oncology has its registered office in Dublin, Ireland. For more information, visit Mural Oncology’s website at www.muraloncology.com.

About XOMA Royalty

XOMA Royalty Corporation is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. XOMA Royalty has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate).

XOMA Royalty has its corporate headquarters in Emeryville, California. For more information, visit XOMA Royalty’s website at www.xoma.com.

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, the payment of any Additional Price Per Share to Mural’s shareholders and the expected timing of the Closing.

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 High Court of Ireland; risks that ongoing costs to Mural will result in Mural’s actual Closing Net Cash on the Closing Net Cash Date not exceeding the Estimated Closing Net Cash, which will mean that no Additional Price Per Share is paid to Mural’s shareholders; the other risks and uncertainties pertaining to Mural’s business, including those described in Mural’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, as well as Mural’s subsequent filings with the SEC, including the definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 23, 2025; and other potential risks and uncertainties related to XOMA Royalty, including those described in more detail in XOMA Royalty’s most recent Quarterly Report 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.

No Profit Forecast or Merger Benefit Statement

No statement in this announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share of Mural will, for the current or future financial years or other periods, necessarily match or be greater or lesser than those for the relevant preceding financial periods. No statement in this announcement constitutes an asset valuation or a quantified financial benefits statement within the meaning of the Irish Takeover Rules.

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.

Contact:

Mural Oncology plc
ir@muraloncology.com

Lucid Capital Markets, LLC
570 Lexington Ave, 40th Floor
New York, NY 10022

FAQ

What did Mural Oncology (MURA) shareholders approve on October 24, 2025?

Shareholders approved the proposed acquisition by XRA 5 Corp., a subsidiary of XOMA Royalty, via a scheme of arrangement.

How much will MURA shareholders receive per share under the acquisition?

Each MURA share will receive a base cash price of $2.035 and may receive up to an additional $0.205 per share depending on Closing Net Cash.

What is the total implied value of the Mural Oncology deal (MURA)?

Excluding any additional cash, the acquisition values Mural's issued and to be issued share capital at approximately $36.2 million.

When is the MURA acquisition expected to close?

The acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions and High Court sanction in Ireland.

How decisive was the shareholder vote for the MURA acquisition on October 24, 2025?

More than 99% of votes cast at both the Scheme Meeting and the EGM were in favour; votes in favour represented ~58% of shares outstanding at the Scheme Meeting and ~61% at the EGM.