HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right

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]