| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
As previously disclosed, XOMA Royalty Corporation (“XOMA Royalty”) entered into an Agreement and Plan of Merger, dated December 15, 2025 (the “Merger Agreement”), with Generation Bio Co., a Delaware corporation (the “Company” or “Generation Bio”), and XRA 7 Corp., a Delaware corporation and a wholly owned subsidiary of XOMA Royalty (“Merger Sub”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on February 6, 2026, XOMA Royalty and Merger Sub completed a tender offer to acquire all of Generation Bio’s issued and outstanding shares (the “Company Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), for (i) $4.2913 per Company Share, payable in cash, without interest and less any applicable tax withholding (such amount, the “Cash Amount”), plus (ii) one non-tradeable contingent value right per Company Share (each, a “CVR”), which represents the right to receive certain potential payments in cash in accordance with the terms and subject to the conditions of the Contingent Value Rights Agreement, dated February 9, 2026 (the “CVR Agreement”), by and among XOMA Royalty, Merger Sub, and Broadridge Corporate Issuer Solutions, LLC (“Broadridge”), a Pennsylvania limited liability company, as rights agent (the Cash Amount plus one CVR, together, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase, dated January 9, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase, constituted the “Offer”), copies of which are attached to the Tender Offer Statement on Schedule TO filed with the United States Securities and Exchange Commission (the “SEC”) on January 9, 2026 as exhibits (a)(1)(A) and (a)(1)(B), respectively.
The Offer and related withdrawal rights expired as scheduled, one minute after 11:59 p.m. Eastern Time on Friday, February 6, 2026 (such date and time, the “Expiration Time”), and the Offer was not extended. According to Broadridge, the depositary and paying agent for the Offer, as of the Expiration Time, a total of 4,722,533 Company Shares were validly tendered, and not validly withdrawn pursuant to the Offer, representing approximately 70% of the outstanding Company Shares. All conditions to the Offer, including the Minimum Tender Condition (as defined in the Merger Agreement), were satisfied or waived and XOMA Royalty and Merger Sub accepted for payment all Company Shares validly tendered and not validly withdrawn in the Offer.
XOMA Royalty completed the acquisition of Generation Bio on February 9, 2026, by causing Merger Sub to merge with and into Generation Bio (the “Merger”) pursuant to the Merger Agreement without a vote of the Generation Bio 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 Generation Bio, the separate existence of Merger Sub ceased and Generation Bio continued as a wholly owned subsidiary of XOMA Royalty (the “Surviving Corporation”). At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares (i) owned by Generation Bio, XOMA Royalty, Merger Sub or any direct or indirect wholly owned subsidiary of XOMA Royalty 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 Company 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 Generation Bio stock option to purchase Company 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, 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 Common Stock underlying such In-the-Money Option at the Effective Time by (2) the number of shares of Common Stock underlying such In-the-Money Option at the Effective Time and (ii) each Generation Bio stock option to purchase Company 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. Prior to the Effective Time, in accordance with the Merger Agreement, each Generation Bio restricted stock unit award that was outstanding but not vested became immediately vested in full and was settled by issuing to the holder of the restricted stock unit award a number of shares of Common Stock equal to the number of Company Shares underlying such Generation Bio restricted stock unit award immediately prior to such settlement, subject to applicable withholdings for taxes that were satisfied by net share settlement. The settled Generation Bio restricted stock unit awards were treated at the Effective Time in the same manner as all other Common Stock.
