HilleVax to be Acquired by XOMA Royalty for $1.95 per Share

HilleVax will be acquired by XOMA Royalty in a cash and contingent value right deal. HilleVax shareholders will receive $1.95 per share at closing, plus a CVR. The merger agreement is definitive and will result in HilleVax becoming a subsidiary of XOMA Royalty.

HilleVax, Inc., a clinical-stage biopharmaceutical company, has entered into a definitive merger agreement with XOMA Royalty Corporation, a biotechnology royalty aggregator. Under the terms of the agreement, XOMA Royalty will acquire all of HilleVax's issued and outstanding common shares for $1.95 in cash per share, plus a non-transferable contingent value right (CVR). The merger agreement was approved unanimously by HilleVax's Board of Directors, who determined that the acquisition is in the best interests of all HilleVax stockholders.

The acquisition is expected to close in September 2025, 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. Certain HilleVax officers, directors, and stockholders holding approximately 22.9% of HilleVax common stock have agreed to tender their shares in the offer and support the merger transaction.

The CVR represents the right to receive potential payments following the closing of a pro rata portion of any remaining HilleVax cash in excess of $102.95 million, between 90 and 100% of certain savings realized by XOMA Royalty following closing on HilleVax's Boston office lease obligations, and 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.

Advisors 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.

References:
[1] https://www.globenewswire.com/news-release/2025/08/04/3126424/7281/en/HilleVax-Enters-into-a-Definitive-Agreement-to-be-Acquired-by-XOMA-Royalty-for-1-95-in-Cash-per-Share-Plus-a-Contingent-Value-Right.html