XOMA Royalty Completes Acquisition of HilleVax Shares, Ending Nasdaq Listing

XOMA Royalty has completed the acquisition of HilleVax (HLVX) shares at $1.95 per share, with 39.2 million shares (77.48% of outstanding shares) tendered. HilleVax will be delisted from Nasdaq, marking a significant transition for the company. As a clinical-stage biopharmaceutical company, HilleVax focuses on developing novel vaccines, including HIL-214 for norovirus prevention. The company's financial health is mixed, with strong liquidity but low Piotroski F-Score and Sloan Ratio, indicating poor earnings quality.

XOMA Royalty Corporation (NASDAQ: XOMA) has successfully completed its tender offer to acquire all outstanding shares of HilleVax, Inc. (NASDAQ: HLVX), a clinical-stage biopharmaceutical company, for a price of $1.95 per share in cash plus one non-tradeable contingent value right (CVR). The tender offer expired on September 15, 2025, with 39,214,689 shares (77.48% of outstanding shares) validly tendered XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.^[1].

The acquisition, which was facilitated by a subsidiary of XOMA Royalty, XRA 4 Corp., saw HilleVax become a wholly owned subsidiary of XOMA Royalty. Prior to the opening of trading on September 17, 2025, all shares of HilleVax common stock will cease trading on Nasdaq and will be delisted and deregistered under the Securities Exchange Act of 1934, as amended XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.^[1].

HilleVax focuses on developing novel vaccines, including HIL-214 for norovirus prevention. Despite its strong liquidity, the company's financial health is mixed, with a low Piotroski F-Score and Sloan Ratio indicating poor earnings quality XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.^[2]. The acquisition represents a strategic expansion of XOMA's royalty aggregator business model, which focuses on acquiring biotech royalty streams rather than developing drugs directly.

The transaction structure is notable for its capital efficiency. The low upfront cash component of $1.95 per share coupled with a CVR suggests XOMA is limiting immediate capital outlay while providing HilleVax shareholders potential future value based on milestone achievements. This approach aligns with XOMA's historically capital-efficient strategy of acquiring biotech assets at value prices XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.^[2].

The acquisition gives XOMA full control over HilleVax's pipeline assets, including its norovirus vaccine candidate, without the ongoing costs of maintaining a separate public company. For XOMA shareholders, this acquisition expands the company's potential royalty portfolio while maintaining its asset-light business model XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.^[2].

The structure of the acquisition suggests XOMA believes it can extract more value from HilleVax's assets than the market was recognizing at the $1.95 per share valuation, with the CVR serving as a risk-sharing mechanism that protects XOMA from overpaying should development milestones not materialize XOMA Royalty Announces Closing of Tender Offer for HilleVax, Inc.^[2].