HilleVax Enters Into Definitive Agreement to be Acquired by XOMA Royalty

HilleVax, Inc and XOMA Royalty Corporation recently announced they have entered into a definitive merger agreement, whereby XOMA Royalty will acquire all of the issued and outstanding common shares of HilleVax.

Under the terms of the Merger Agreement, HilleVax stockholders will receive $1.95 in cash per share of HilleVax common stock at the closing of the merger, plus one non-transferable contingent value right (CVR), which represents the right to receive potential payments following the closing of a pro rata portion of: (i) any remaining HilleVax cash in excess of $102.95 million; (ii) between 90 and 100% of certain savings realized by XOMA Royalty following closing on the company’s Boston office lease obligations, including the net proceeds received from the sublease of the premises, and (iii) 90% of any net proceeds received by XOMA Royalty within five years following regulatory approval from any sale, transfer, license or other disposition of any and all remaining norovirus vaccine programs of HilleVax if such disposition or a financing of such program occurs within two years following closing, each pursuant to a contingent value rights agreement (the CVR Agreement).

Following a strategic review process conducted with the assistance of its management and legal and financial advisors, HilleVax’s Board of Directors has unanimously determined that the acquisition by XOMA Royalty is in the best interests of all HilleVax stockholders and has unanimously approved the Merger Agreement and related transactions.

Pursuant and subject to the terms of the Merger Agreement, XOMA Royalty and its acquisition subsidiary will commence a tender offer (the Offer) by August 18, 2025, to acquire all outstanding shares of HilleVax common stock. The closing of the Offer is subject to certain conditions, including the tender of HilleVax common stock representing at least a majority of the total number of outstanding shares; a minimum cash balance at closing, and other customary closing conditions. Immediately following the closing of the tender offer, HilleVax will be acquired by XOMA Royalty, and all remaining shares not tendered in the offer, other than shares validly subject to appraisal, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the tender offer. Certain HilleVax officers, directors and stockholders holding approximately 22.9% of HilleVax common stock have signed support agreements under which such stockholders have agreed to tender their shares in the Offer and support the merger transaction. The acquisition is expected to close in September 2025.

Leerink Partners is acting as exclusive financial advisor to HilleVax and Latham & Watkins LLP is acting as legal counsel to HilleVax. Gibson, Dunn & Crutcher LLP is acting as legal counsel to XOMA Royalty.

HilleVax is a clinical-stage biopharmaceutical company that has focused on developing and commercializing novel vaccines. For more information about HilleVax, visit http://www.HilleVax.com.

XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. XOMA Royalty has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate). For more information about XOMA Royalty and its portfolio, visit www.xoma.com.