| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
As previously disclosed, XOMA Royalty Corporation (“XOMA”) entered into a transaction agreement, dated August 20, 2025 (the “Transaction Agreement”), with Mural Oncology plc, a public limited company organized under the laws of Ireland (“Mural”), and XRA 5 Corp., a Delaware corporation and wholly-owned subsidiary of XOMA (“Merger Sub”), pursuant to which Merger Sub has agreed to acquire the entire issued and to be issued share capital of Mural (the “Acquisition”) pursuant to an Irish High Court (the “High Court”) sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (the “Scheme”).
The High Court sanctioned the Scheme on December 3, 2025. On December 5, 2025, the Scheme and the Acquisition became effective (the “Closing”) upon delivery of the court order to the Irish Companies Registration Office.
Pursuant to the terms of the Transaction Agreement, in connection with the Closing, Mural’s shareholders were entitled to receive a cash price of $2.035 per share (the “Consideration”). In addition, each option to purchase Mural shares that was outstanding as of immediately prior to the Closing (whether or not vested) was, as of the Closing, automatically cancelled and converted into the right to receive an amount equal to the Consideration for each share underlying the option minus the exercise price per share for such option. Any option that had an exercise price per share that was equal to or greater than the Consideration was cancelled and ceased to be outstanding as of the Closing, and no Consideration was delivered in exchange for such options. Each restricted stock unit that was outstanding as of immediately prior to the Closing (whether or not vested) was, as of the Closing, automatically cancelled and converted into the right to receive an amount equal to the Consideration.
The foregoing descriptions of the Transaction Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Transaction Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On December 5, 2025, XOMA issued a press release announcing the completion of the Acquisition. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Statement Required by the Irish Takeover Rules
XOMA’s board of directors and Merger Sub’s board of directors accept responsibility for the information contained in this Current Report. To the best of the knowledge and belief of XOMA’s board of directors and Merger Sub’s board of directors (who have taken all reasonable care to ensure that this is the case), the information contained in this Current Report for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Davy Corporate Finance UC, which is authorized and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for XOMA and no one else in connection with the matters referred to in this Current Report and will not be responsible to anyone other than XOMA for providing the protections afforded to clients of Davy Corporate Finance UC or for providing advice in connection with the matters referred to in this Current Report.
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 3:30 pm (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.
Under Rule 8.1, 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.
