Filed
by Voyager Acquisition Corp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Voyager Acquisition Corp
Commission File No.: 001-42211
VOYAGER
ACQUISITION CORPORATION ANNOUNCES REDEMPTION RESULTS IN CONNECTION WITH ITS BUSINESS COMBINATION WITH VERAXA BIOTECH AG
BROOKLYN,
NY March 11, 2026 --(GLOBE NEWSWIRE)-- Voyager Acquisition Corporation (NASDAQ: “VACHU,” “VACH,” “VACHW”) (“Voyager”
or the “Company”) today announced that holders of 25,217,315 of the Company’s Class A ordinary shares (“Class
A shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s trust
account, reflecting redemptions of approximately 99.67% of the total Class A shares outstanding in connection with the completion
of the Company’s business combination (the “Business Combination”) pursuant to the business combination agreement
between the Company, VERAXA Biotech AG (“VERAXA”) and the other parties thereto (the “Business Combination Agreement”).
The 25,217,315 Class A shares which were submitted for redemption have not been withdrawn and will accordingly be redeemed pursuant
to the option to redeem provided to holders of the Company’s Class A shares. As a result, assuming redemption elections are
not withdrawn or reversed, following the effectuation of redemptions approximately $885,556 will remain in the Company’s
trust account and 82,685 Class A shares will convert into shares of Veraxa Biotech Holding AG.
About
the Business Combination
On
April 22, 2025, VERAXA entered into the Business Combination Agreement, as amended. Upon closing of the Business Combination,
the combined company is expected to become a publicly traded company listed on NASDAQ trading under the symbol “VRXA”.
About
VERAXA Biotech AG
At
VERAXA, we are building a premier engine for the discovery and development of next-generation antibody-based therapeutics, including
bispecific ADCs, bispecific T cell engagers and other innovative formats. Powered by a suite of transformative technologies and
guided by rigorous quality-by-design principles, we are rapidly advancing our pipeline of ADCs and proprietary BiTAC formats into
clinical development and beyond. VERAXA was founded on scientific breakthroughs made at the European Molecular Biology Laboratory,
a world-renowned institution known for pioneering life science research and cutting-edge technology.
For
regular updates about VERAXA Biotech, visit www.veraxa.com. You can also follow us on LinkedIn.
About
Voyager Acquisition Corp.
Voyager
is a special purpose acquisition company with a bold mission: to revolutionize the healthcare sector through a merger, stock purchase,
or business combination. Our team of experienced executives includes unparalleled expertise in investing, operations, and medical
innovation, supported by a vast network of connections. With these strengths, we not only seek to drive success but commit to scaling
companies to unprecedented heights in the healthcare industry.
For
more information, please visit https://www.voyageracq.com.
Participants
In the Solicitation
Voyager,
VERAXA, and their respective directors, executive officers, other members of management, and employees may be deemed participants
in the solicitation of proxies from Voyager’s stockholders with respect to the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of Voyager’s directors
and officers in Voyager’s filings with the Securities and Exchange Commission (the “SEC”), including the preliminary
proxy statement/prospectus, the definitive proxy statement/prospectus, amendments and supplements thereto, and other documents
filed with the SEC. Such information with respect to VERAXA’s directors and executive officers is also included in the proxy
statement/prospectus. You may obtain free copies of these documents as described below under the heading “Additional Information
and Where to Find It.”
Non-Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in
respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of Voyager or VERAXA, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking
Statements
This
press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements include, without limitation, statements about future events or Voyager’s or VERAXA’s
future financial or operating performance. For example, statements regarding VERAXA’s anticipated growth and the anticipated
growth and other metrics, statements regarding the benefits of the Business Combination, and the anticipated timing of the completion
of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may,” “should,” “could,” “might,” “plan,” “possible,”
“project,” “strive,” “budget,” “forecast,” “expect,” “intend,”
“will,” “estimate,” “anticipate,” “believe,” “predict,” “potential”
or “continue,” or the negatives of these terms or variations of them or similar terminology.
These
forward-looking statements regarding future events and the future results of Voyager and VERAXA are based on current expectations, estimates,
forecasts, and projections about the industry in which VERAXA operates, as well as the beliefs and assumptions of Voyager’s management
and VERAXA’s management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known
and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Voyager relating to its
initial public offering filed with the SEC, and in the proxy statement/prospectus filed by Voyager and VERAXA on February 19, 2026,
including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Voyager; (ii) uncertainties;
(iii) assumptions; and (iv) other factors beyond Voyager’s or VERAXA’s control that are difficult to predict because they
relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises
or guarantees of future performance. Therefore, VERAXA’s actual results may differ materially and adversely from those expressed
or implied in any forward-looking statements and Voyager and VERAXA therefore caution against relying on any of these forward-looking
statements.
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Voyager and its management
and VERAXA and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and
contingencies, many of which are beyond Voyager’s or VERAXA’s control. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect
to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Voyager, VERAXA, or others
following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability
to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of Voyager, to obtain
financing to complete the Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the
Business Combination Agreement; (iv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments;
and (v) other risks and uncertainties set forth in the filings by Voyager with the SEC. There may be additional risks that neither
Voyager nor VERAXA presently know or that Voyager and VERAXA currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Voyager
or VERAXA speak only as of the date they are made. None of Voyager or VERAXA undertakes any obligation to update any forward-looking
statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
Additional
Information and Where to Find It
In
connection with the Business Combination Agreement, Voyager and VERAXA have filed a proxy statement/prospectus of Voyager, and
will file other documents regarding the proposed transaction with the SEC. This communication is not intended to be, and is not,
a substitute for the proxy statement/prospectus or any other document that Voyager has filed or may file with the SEC in connection
with the proposed transaction. The definitive proxy statement and other relevant materials for the proposed transaction have been
mailed or made available to stockholders of Voyager as of a record date to be established for voting on the proposed transaction.
Before
making any voting or investment decision, investors and stockholders of Voyager are urged to carefully read the entire registration
statement, the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements
to these documents, and the documents incorporated by reference therein, because they will contain important information about
Voyager, VERAXA, and the proposed transaction. Voyager’s investors and stockholders and other interested persons can
also obtain copies of the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
other documents filed with the SEC that will be incorporated by reference therein, and all other relevant documents filed with
the SEC by Voyager and/or VERAXA in connection with the transaction, without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a request to Voyager at the address set forth below.
| Contact |
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| VERAXA
Biotech AG |
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Voyager
Acquisition Corp. |
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Dr. Christoph
Antz
CEO
Email: antz@veraxa.com |
|
Mr. Adeel
Rouf
CEO,
and Director
Email:
adeel@voyageracq.com
|
| |
|
|
For
Media and Investors
Mario
Brkulj
Valency
Communications
Email:
mbrkulj@valencycomms.eu
|
|
|
