XOMA Royalty Completes Tender Offer for Turnstone Biologics, Acquires Majority Stake.

XOMA Royalty has completed its tender offer for Turnstone Biologics Corp., acquiring 74% of outstanding shares for $0.34 per share in cash plus a contingent value right. The transaction was completed following the expiration of the tender offer, and Turnstone will cease trading on Nasdaq and be delisted.

XOMA Royalty Corporation (NASDAQ: XOMA) has successfully completed its tender offer to acquire Turnstone Biologics Corp. (NASDAQ: TSBX), securing approximately 74% of the outstanding shares. The deal, announced earlier this year, involved a price of $0.34 per share in cash, plus a non-tradeable contingent value right (CVR). The tender offer expired on August 7, 2025, and 17,192,002 shares were validly tendered, representing about 74% of Turnstone's shares.

Following the expiration of the tender offer, XOMA Royalty irrevocably accepted the shares and expects to promptly pay for them. The company then merged Turnstone with its subsidiary, XRA 3 Corp., making Turnstone a wholly-owned subsidiary. As a result, Turnstone's shares will cease trading on Nasdaq and will be delisted and deregistered.

The acquisition aligns with XOMA's business model of acquiring rights to royalties and milestones from biotechs in exchange for upfront cash payments. The transaction structure, combining a modest upfront cash payment with CVRs, reflects a risk-sharing approach typical in biotech acquisitions where future value is uncertain. The CVR component allows Turnstone shareholders to potentially benefit from future milestone achievements or commercialization success without XOMA bearing the full upfront cost.

The acquisition of Turnstone Biologics demonstrates XOMA's continued execution of its business strategy to acquire biotech royalty streams and developmental assets. This strategic move expands XOMA's royalty portfolio and potentially provides access to Turnstone's pipeline of viral immunotherapies. The transaction also marks a trend of larger companies acquiring struggling biotechs to secure future revenue streams and expand their portfolios.

References:
[1] https://www.stocktitan.net/news/XOMA/xoma-royalty-announces-closing-of-tender-offer-for-turnstone-2cgfhlp26zlb.html