XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.

Rhea-AI Summary

XOMA Royalty (NASDAQ: XOMA) has successfully completed its tender offer to acquire HilleVax (NASDAQ: HLVX). The acquisition terms included $1.95 per share in cash plus one non-tradeable contingent value right (CVR).

The tender offer expired on September 15, 2025, with 39,214,689 shares validly tendered, representing approximately 77.48% of HilleVax's outstanding shares. Following the merger completion, HilleVax became a wholly owned subsidiary of XOMA Royalty. HilleVax shares will cease trading on Nasdaq as of September 17, 2025, and will be delisted and deregistered.

Positive

• None.

Negative

• Cash outflow of $1.95 per share plus CVR obligations
• Additional costs associated with merger and acquisition process

Insights

Mergers & Acquisitions Specialist

XOMA Royalty completed acquisition of HilleVax at $1.95/share plus CVR, gaining full control of a biotech asset while maintaining its royalty aggregator model.

XOMA Royalty has successfully completed its acquisition of HilleVax, with 77.48% of HilleVax shares tendered at the offer price of $1.95 per share in cash plus one non-tradeable contingent value right (CVR). This acquisition represents a strategic expansion of XOMA's royalty aggregator business model, which focuses on acquiring biotech royalty streams rather than developing drugs directly.

The transaction structure is particularly notable - the low upfront cash component ($1.95 per share) coupled with a CVR suggests XOMA is limiting immediate capital outlay while providing HilleVax shareholders potential future value based on milestone achievements. This approach aligns with XOMA's historically capital-efficient strategy of acquiring biotech assets at value prices.

Following the tender offer's successful completion, XOMA executed a merger to acquire the remaining HilleVax shares at the same terms. HilleVax has now been delisted from Nasdaq and becomes a wholly-owned XOMA subsidiary. This transaction gives XOMA full control over HilleVax's pipeline assets, including its norovirus vaccine candidate, without the ongoing costs of maintaining a separate public company.

For XOMA shareholders, this acquisition expands the company's potential royalty portfolio while maintaining its asset-light business model. The structure suggests XOMA believes it can extract more value from HilleVax's assets than the market was recognizing at the $1.95 per share valuation, with the CVR serving as a risk-sharing mechanism that protects XOMA from overpaying should development milestones not materialize.

HilleVax Stockholders Received $1.95 Per Share in Cash Plus a Contingent Value Right

EMERYVILLE, Calif., Sept. 17, 2025 (GLOBE NEWSWIRE) -- XOMA Royalty Corporation (NASDAQ: XOMA) (“XOMA Royalty” or the “Company”), a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health, today announced the Company has successfully completed its previously announced tender offer to acquire all outstanding shares of HilleVax, Inc. (NASDAQ: HLVX) (“HilleVax”) common stock for a price per share of $1.95 in cash (the “Cash Amount”), plus one non-tradeable contingent value right (“CVR” and together with the Cash Amount, the “Offer Price”).

The tender offer and related withdrawal rights expired one minute after 11:59 p.m. Eastern Time on Monday, September 15, 2025 (the “Expiration Date”). As of the Expiration Date, a total of 39,214,689 shares of HilleVax common stock were validly tendered, and not validly withdrawn, representing approximately 77.48% of the outstanding shares of HilleVax common stock as of the Expiration Date.  As of the Expiration Date, the number of shares validly tendered in accordance with the terms of the tender offer and not validly withdrawn satisfied the minimum tender condition, and all other conditions to the tender offer were satisfied or waived.  Immediately after the Expiration Date, XOMA Royalty irrevocably accepted for payment all shares validly tendered and not validly withdrawn and expects to promptly pay for such shares.

Following the closing of the tender offer, a subsidiary of the Company, XRA 4 Corp., merged with and into HilleVax (the “Merger”), and all shares of HilleVax common stock that had not been validly tendered were converted into the right to receive the Offer Price.  As a result of the Merger, HilleVax became a wholly owned subsidiary of XOMA Royalty.  Prior to the opening of trading on The Nasdaq Stock Market LLC (“Nasdaq”) on September 17, 2025, all shares of HilleVax common stock will cease trading on Nasdaq, and HilleVax intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

Advisors
XOMA Royalty was represented by Gibson, Dunn & Crutcher LLP. Leerink Partners acted as the exclusive financial advisor and Latham & Watkins LLP acted as legal counsel to HilleVax.

About XOMA Royalty Corporation
XOMA Royalty 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). For more information about XOMA Royalty and its portfolio, please visit www.xoma.com or follow XOMA Royalty Corporation on LinkedIn.

Forward-Looking Statements/Explanatory Notes
Certain statements contained in this press release are forward-looking statements, including statements regarding the payment and timing of payment of the Offer Price to former HilleVax common stockholders and the ability and timing of delisting of HilleVax common stock.  In some cases, you can identify such forward-looking statements by terminology such as “expect,” “may,” or “will,” the negative of these terms or similar expressions.  These forward-looking statements are not a guarantee of XOMA Royalty’s performance, and you should not place undue reliance on such statements.  These statements are based on assumptions that may not prove accurate, and actual results could differ materially from those anticipated due to certain risks including that XOMA Royalty does not achieve anticipated net cash after winding down HilleVax’s operations, that the timing of the payment or delisting may be delayed and that there are no payments made under the CVRs.  Other potential risks to XOMA Royalty meeting these expectations are described in more detail in XOMA Royalty’s most recent filing on Form 10-Q and in other filings with the Securities and Exchange Commission (“SEC”).  Any forward-looking statement in this press release represents XOMA Royalty’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date.  XOMA Royalty disclaims any obligation to update any forward-looking statement, except as required by applicable law.

EXPLANATORY NOTE: Any references to “portfolio” in this press release refer strictly to milestone and/or royalty rights associated with a basket of drug products in development.  Any references to “assets” in this press release refer strictly to milestone and/or royalty rights associated with individual drug products in development.

XOMA Royalty Investor Contact              Juliane Snowden             XOMA Royalty Corporation         +1-646-468-9754             juilane.snowden@xoma.com

XOMA Royalty Media Contact Kathy Vincent KV Consulting & Management kathy@kathyvincent.com

FAQ

What are the terms of XOMA Royalty's acquisition of HilleVax (HLVX)?

XOMA Royalty acquired HilleVax for $1.95 per share in cash plus one non-tradeable contingent value right (CVR). The tender offer received 77.48% acceptance from HilleVax shareholders.

When will HilleVax (HLVX) stock stop trading on Nasdaq?

HilleVax shares will cease trading on Nasdaq on September 17, 2025, and will be subsequently delisted and deregistered.

How many HilleVax shares were tendered in XOMA's tender offer?

39,214,689 shares of HilleVax common stock were validly tendered, representing approximately 77.48% of outstanding shares.

What happens to remaining HilleVax shareholders after XOMA's tender offer?

All shares that were not validly tendered were converted into the right to receive the same offer price of $1.95 per share plus one CVR through the merger process.

Who were the advisors in XOMA Royalty's acquisition of HilleVax?

Gibson, Dunn & Crutcher LLP represented XOMA Royalty, while Leerink Partners acted as financial advisor and Latham & Watkins LLP as legal counsel to HilleVax.