Core Viewpoint - Rowley Law PLLC is investigating potential securities law violations by HilleVax, Inc. related to its proposed acquisition by XOMA Royalty Corporation, where stockholders will receive $1.95 in cash and one contingent value right for each share held, with the transaction expected to close in September 2025 [1]. Group 1 - HilleVax, Inc. is under investigation for potential securities law violations concerning its acquisition by XOMA Royalty Corporation [1]. - Stockholders of HilleVax will receive $1.95 in cash and one contingent value right for each share they hold as part of the acquisition deal [1]. - The acquisition transaction is anticipated to close in September 2025 [1]. Group 2 - Rowley Law PLLC represents shareholders in class actions and derivative lawsuits in complex corporate litigation [3]. - Additional information regarding the investigation can be obtained by contacting Rowley Law PLLC [2].

Group 1: HilleVax, Inc. - HilleVax will be acquired by XOMA Royalty Corporation for $1.95 in cash per share plus one non-transferable contingent value right (CVR) [2] - The investigation focuses on whether the HilleVax Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Steelcase Inc. - Steelcase will be acquired by HNI Corporation for $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase [4] - The implied per share purchase price is $18.30 based on HNI's closing share price of $50.62 on August 1, 2025 [4] - The investigation concerns whether the Steelcase Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [4] Group 3: LAVA Therapeutics N.V. - LAVA will be acquired by XOMA Royalty Corporation for between $1.16 and $1.24 per share in cash, plus a non-transferable CVR [6] - The cash amount consists of a base price of $1.16 per share and an additional amount of up to $0.08 per share [6] - The investigation focuses on whether the LAVA Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [6] Group 4: Arcadia Biosciences, Inc. - Arcadia will be acquired by Roosevelt Resources LP, with current equity owners of Roosevelt and Arcadia shareholders expected to own approximately 90% and 10% of the combined company, respectively [8] - The investigation concerns whether the Arcadia Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [8]

Core Points - XOMA Royalty Corporation has entered into a definitive share purchase agreement to acquire LAVA Therapeutics N.V. for a cash consideration of between $1.16 and $1.24 per share, plus a contingent value right [1][2] - The acquisition aims to enhance shareholder value by adding economics related to LAVA's partnered programs, particularly those involving gamma delta bispecific antibodies [2] - LAVA's Board of Directors unanimously supports the transaction, believing it to be in the best interests of shareholders and the sustainable success of the business [3] Transaction Details - XOMA Royalty will commence a tender offer by August 15, 2025, to acquire all outstanding shares of LAVA common stock, with the closing contingent on certain conditions, including the tender of at least 80% of shares [4] - Following the tender offer, LAVA will undergo a corporate reorganization to ensure XOMA Royalty acquires 100% of LAVA's shares, with remaining shareholders receiving the same cash and contingent value right [4] - The closing of the transaction is expected in the fourth quarter of 2025 [4] Clinical Program Changes - In connection with the acquisition, LAVA plans to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome [5] Advisory Information - XOMA Royalty is advised by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA is advised by Leerink Partners and Cooley LLP [6] Company Background - XOMA Royalty is a biotechnology royalty aggregator that acquires potential future economics associated with therapeutic candidates licensed to pharmaceutical companies [7] - LAVA Therapeutics is a biopharmaceutical company focused on developing bispecific gamma delta T cell engagers using its proprietary Gammabody platform [9]

Core Viewpoint - HilleVax, Inc. and XOMA Royalty Corporation have entered into a definitive merger agreement, where XOMA Royalty will acquire all outstanding shares of HilleVax [1] Summary by Sections Merger Agreement Details - HilleVax stockholders will receive $1.95 in cash per share at the closing of the merger, along with a non-transferable contingent value right (CVR) for potential future payments [2] - The CVR includes rights to any remaining HilleVax cash exceeding $102.95 million, a portion of savings from XOMA Royalty's Boston office lease obligations, and 90% of net proceeds from the sale or licensing of HilleVax's norovirus vaccine programs within five years post-closing [2] Board Approval - HilleVax's Board of Directors has unanimously approved the merger agreement, determining it to be in the best interests of all stockholders [3] Tender Offer Process - XOMA Royalty will commence a tender offer by August 18, 2025, to acquire all outstanding shares of HilleVax common stock, with the closing expected in September 2025 [4] - The tender offer is contingent upon certain conditions, including the tender of a majority of HilleVax's outstanding shares and a minimum cash balance at closing [4] - Approximately 22.9% of HilleVax's common stockholders have signed support agreements to tender their shares in the offer [4] Advisory Roles - Leerink Partners is serving as the exclusive financial advisor to HilleVax, while Latham & Watkins LLP is providing legal counsel to HilleVax; Gibson, Dunn & Crutcher LLP is acting as legal counsel to XOMA Royalty [5] Company Profiles - HilleVax is a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines [6] - XOMA Royalty is a biotechnology royalty aggregator that acquires potential future economics associated with therapeutic candidates licensed to pharmaceutical or biotechnology companies [7]

Core Viewpoint - ESSA Pharma Inc. has entered into a definitive agreement with XenoTherapeutics, Inc. for Xeno to acquire all outstanding common shares of ESSA, with the transaction expected to close in the second half of 2025 [1][5]. Transaction Details - ESSA shareholders will receive a cash payment per common share based on ESSA's cash balance at closing, with an estimated total of approximately US$1.91 per common share, excluding contingent value rights (CVR) [2][3]. - Each ESSA shareholder will also receive one non-transferable CVR for each common share, entitling them to a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the transaction's close [2]. - The transaction requires approval from at least 66⅔% of votes cast by ESSA shareholders and securityholders, as well as court approval [5]. Company Strategy - The ESSA Board of Directors believes that the agreement with Xeno and XOMA Royalty maximizes shareholder value and provides a more certain value compared to liquidation [4]. - The transaction is structured to expedite cash distribution to shareholders, with an initial cash distribution application to be made to the Supreme Court of British Columbia [3]. Advisory and Support - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [9]. - The transaction committee, composed of independent directors, unanimously recommended the agreement to the Board, which has also approved the transaction [7][8]. Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing therapies for prostate cancer [10]. - XenoTherapeutics, Inc. is a non-profit biotechnology company focused on advancing xenotransplantation [11]. - XOMA Royalty Corporation is a biotechnology royalty aggregator that supports biotech companies by acquiring future economic rights [12].

Core Viewpoint - XOMA Royalty Corporation has entered into a definitive merger agreement to acquire Turnstone Biologics Corp for $0.34 in cash per share plus one non-transferable contingent value right (CVR) [1][3]. Group 1: Merger Agreement Details - The acquisition is unanimously approved by Turnstone's Board of Directors, which believes it is in the best interests of all stockholders [2]. - XOMA Royalty will commence a tender offer by July 11, 2025, to acquire all outstanding shares of Turnstone common stock, with the transaction expected to close in August 2025 [3]. - Approximately 25.2% of Turnstone stockholders have signed support agreements to tender their shares in the Offer [3]. Group 2: Company Profiles - XOMA Royalty is a biotechnology royalty aggregator that helps biotech companies by acquiring potential future economics associated with therapeutic candidates [5]. - Turnstone Biologics focuses on developing a differentiated approach to treat solid tumors through selected tumor-infiltrating lymphocyte therapy [6].

Group 1 - XOMA Royalty (XOMA) shares increased by 9% to close at $26.22, with trading volume significantly higher than usual, contrasting with a 3.2% loss over the past four weeks [1][2] - The rise in stock price is linked to positive investor sentiment regarding XOMA's growing portfolio of assets, which includes rights to future payments from therapeutic candidates [2] - The company reported strong financial results for Q1 2025, with expectations of a quarterly loss of $0.12 per share, reflecting a year-over-year change of +57.1%, and revenues projected at $9.43 million, down 15% from the previous year [3] Group 2 - The consensus EPS estimate for XOMA has been revised 33.9% higher in the last 30 days, indicating a positive trend that typically leads to price appreciation [4] - XOMA Royalty holds a Zacks Rank of 3 (Hold) and is part of the Zacks Medical - Biomedical and Genetics industry [5] - Another company in the same industry, Compugen (CGEN), saw a 0.6% decline in its stock price, with a consensus EPS estimate remaining unchanged at -$0.07, representing a year-over-year change of -250% [5][6]

Core Insights - XOMA Royalty Corporation has acquired future royalty and milestone interests in mezagitamab from BioInvent for a total of USD $30 million, with an initial payment of USD $20 million at closing [1][2] - The acquisition enhances XOMA Royalty's late-stage royalty portfolio and provides BioInvent with non-dilutive capital to advance its clinical pipeline [2] - XOMA Royalty will be entitled to additional milestones of up to USD $16.25 million and mid-single digit royalties on future commercial sales of mezagitamab [3] Company Overview - XOMA Royalty Corporation is a biotechnology royalty aggregator that helps biotech companies by acquiring potential future economics associated with therapeutic candidates [5] - BioInvent International AB focuses on discovering and developing novel immune-modulatory antibodies for cancer therapy, currently having five drug candidates in clinical trials [6] Transaction Details - The economic interest in mezagitamab originated from a 2003 cross-licensing agreement between XOMA Royalty and BioInvent [2] - An additional payment of USD $10 million will be made upon mezagitamab achieving a specific regulatory milestone related to FDA marketing approval for IgA nephropathy [2] Clinical Development - Takeda, the developer of mezagitamab, has initiated a Phase 3 clinical trial for the treatment of immune thrombocytopenia (ITP) [4] - Mezagitamab is a fully human IgG1 monoclonal antibody targeting CD38, which has the potential to be a best-in-class anti-CD38 mAb [4]

Group 1: Earnings Performance - XOMA Royalty reported quarterly earnings of $0.06 per share, exceeding the Zacks Consensus Estimate of a loss of $0.26 per share, and showing improvement from a loss of $0.86 per share a year ago, resulting in an earnings surprise of 123.08% [1] - The company posted revenues of $15.91 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 159.58%, compared to revenues of $1.49 million in the same quarter last year [2] Group 2: Stock Performance and Outlook - XOMA Royalty shares have declined approximately 5.7% since the beginning of the year, while the S&P 500 has seen a decline of -0.6% [3] - The company's earnings outlook is mixed, with the current consensus EPS estimate for the upcoming quarter at -$0.18 on revenues of $7.38 million, and for the current fiscal year at -$0.50 on revenues of $29.75 million [7] Group 3: Industry Context - The Medical - Biomedical and Genetics industry, to which XOMA Royalty belongs, is currently ranked in the top 35% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% of industries [8] - Another company in the same industry, Kamada, is expected to report quarterly earnings of $0.07 per share, reflecting a year-over-year increase of 75%, with revenues projected at $41.81 million, up 10.8% from the previous year [9]

Financial Performance - Net income for the three months ended March 31, 2025, was $2.4 million, compared to a net loss of $8.6 million for the same period in 2024[245]. - Total income and revenues for the three months ended March 31, 2025, were $15.9 million, an increase of $14.4 million from $1.5 million in the same period in 2024[252]. - Income from purchased receivables under the EIR method for the three months ended March 31, 2025, included estimated income of $5.8 million related to sales of VABYSMO[253]. - Total other (expense) income, net for Q1 2025 was $(95,000), a decrease of $2.1 million compared to $1.96 million in Q1 2024[262]. - Investment income decreased by $0.8 million to $0.9 million in Q1 2025 due to decreased balances and market interest rates[262]. - Net cash provided by operating activities was $2.2 million in Q1 2025, an increase of $7.1 million compared to $(4.9 million) in Q1 2024[265]. - Total cash receipts for Q1 2025 were $17.96 million, up from $9.77 million in Q1 2024, driven by increased royalties from VABYSMO[267]. Expenses - R&D expenses for the three months ended March 31, 2025, were $1.3 million, a significant increase from $33 thousand in the same period in 2024[258]. - G&A expenses for the three months ended March 31, 2025, were $8.1 million, a decrease of $0.4 million from $8.5 million in the same period in 2024[259]. - The company expects to incur $0.4 million in incremental costs related to its new headquarters lease in Emeryville, California[272]. Cash and Debt - Cash and cash equivalents as of March 31, 2025, were $90.3 million, down $11.4 million from $101.7 million as of December 31, 2024[264]. - The outstanding principal balance under the Blue Owl Loan Agreement was $113.6 million as of March 31, 2025, with an annual interest rate of 9.875%[274]. Milestones and Partnerships - The company completed the sale of all five pipeline assets from the Kinnate Biopharma acquisition, eligible for up to $270 million in upfront and milestone payments[246]. - A $3.0 million milestone payment was earned from Takeda for the first patient dosed in its Phase 3 clinical trial of mezagitamab (TAK-079)[248]. - The company expects future revenue and income to be primarily based on milestone and royalty payments from existing partners and licensees[244]. - The company contributed $5.0 million to a $75.0 million royalty financing transaction for Castle Creek Biosciences, acquiring a royalty interest in a Phase 3 asset[247]. Accumulated Deficit and Tax Benefits - The accumulated deficit as of March 31, 2025, remained at $1.2 billion, unchanged from the previous year[245]. - The company had an accumulated deficit of $1.2 billion as of March 31, 2025[267]. - The company has $5.9 million in gross unrecognized tax benefits, which will not impact the effective tax rate due to a full valuation allowance[263]. Stock Repurchase - The stock repurchase program authorized up to $50 million, with $0.6 million spent to purchase 26,488 shares as of March 31, 2025[273].