| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
As previously disclosed, HilleVax, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with XOMA Royalty Corporation (“Parent”) and Parent’s wholly-owned subsidiary, XRA 4 Corp. (“Merger Sub”), on August 4, 2025.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on August 18, 2025, Parent and Merger Sub commenced a tender offer (the “Offer”) to acquire any and all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), for (i) $1.95 in cash per Share, payable without interest (the “Cash Amount”), plus (ii) one non-transferable contractual contingent value right (each, a “CVR”) per Share, representing the right to receive potential payments, in cash, (the Cash Amount and one CVR, collectively, or any different amount per Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), issuable without interest, described in, and subject to and in accordance with the terms and conditions set forth in, the Contingent Value Rights Agreement entered into by and between Parent, Merger Sub, Broadridge Corporate Issuer Solutions, LLC (“Broadridge”) and Dr. Robert Hershberg, solely in his capacity as the initial representative, agent and attorney in-fact of the holders (the “CVR Agreement”) on September 17, 2025.
The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 p.m., Eastern time, on September 15, 2025 (such date and time, the “Expiration Time”), and the Offer was not extended. Parent and Merger Sub were advised by Broadridge, the depositary for the Offer, that, as of the Expiration Time, a total of 39,214,689 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 77.48% of the outstanding Shares as of the Expiration Time. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition (as defined in Exhibit A to the Merger Agreement), and all other conditions to the Offer were satisfied. Promptly after the expiration of the Offer, Parent and Merger Sub accepted all Shares validly tendered and not validly withdrawn pursuant to the Offer and will promptly pay for all Shares accepted pursuant to the Offer. Parent completed the acquisition of the Company on September 17, 2025, by causing Merger Sub to merge with and into the Company (the “Merger”) pursuant to the Merger Agreement without a vote of the Company stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”), Merger Sub was merged with and into the Company, the separate existence of Merger Sub ceased and the Company continued as a wholly owned subsidiary of Parent (the “Surviving Corporation”). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub prior to the Effective Time, (ii) irrevocably accepted for payment pursuant to the Offer, or (iii) held by any stockholder who is entitled to demand and has properly demanded the appraisal of such Shares in accordance with, and in compliance in all respects with, the DGCL) was automatically cancelled, extinguished and converted into the right to receive an amount in cash equal to the Offer Price (including the CVR), without interest.
In addition, pursuant to the terms of the Merger Agreement, immediately prior to the Offer Closing Time (as defined in the Merger Agreement), (i) each Company stock option to purchase Shares with a per Share exercise price less than the Cash Amount (each, an “In the Money Option”) that was outstanding as of immediately prior to the Offer Closing Time accelerated and became fully vested and was by virtue of the Merger automatically cancelled and terminated and converted into the right to receive, subject to the terms of the Merger Agreement, (a) an amount in cash (without interest) equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per share of the Shares underlying such In the Money Option at the Effective Time by (2) the number of Shares underlying such In the Money Option, plus (b) one CVR with respect to each Share subject to such In the Money Option at the Effective Time, (ii) each Company stock option to purchase Shares with a per Share exercise price equal to or greater than the Cash Amount (each, an “Out of the Money Option”) that was outstanding as of immediately prior to the Offer Closing Time by virtue of the Merger was automatically cancelled for no consideration and the holder thereof shall have no further rights with respect thereto, subject to the terms of the Merger Agreement, and (iii) each Company restricted stock unit award that was outstanding as of immediately prior to the Offer Closing Time accelerated and became fully vested and was, by virtue of the Merger, automatically
