HilleVax to be Acquired by XOMA Royalty Under New Merger Agreement

HilleVax (HLVX) to be acquired by XOMA Royalty for $1.95 per share, with a potential CVR for further payments based on excess cash, lease savings, and vaccine program disposition. HilleVax shareholders endorsing the deal, with a majority of stockholders already backing the merger. The acquisition is expected to close by September 2025. HilleVax is a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, with a market capitalization of approximately $102.71 million.

HilleVax, Inc. (NASDAQ: HLVX), a clinical-stage biopharmaceutical company focused on developing and commercializing novel vaccines, has entered into a definitive merger agreement with XOMA Royalty Corporation (NASDAQ: XOMA). Under the terms of the agreement, XOMA Royalty will acquire all of the issued and outstanding common shares of HilleVax. The acquisition is expected to close in September 2025 [1].

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). 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 the closing on the Company’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 if such disposition or a financing of such program occurs within two years following closing [1].

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 signed support agreements under which such stockholders have agreed to tender their shares in the offer and support the merger transaction [1].

The merger agreement comes after a strategic review process conducted by HilleVax’s Board of Directors with the assistance of its management and legal and financial advisors. The Board 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 [1].

HilleVax is a clinical-stage biopharmaceutical company with a market capitalization of approximately $102.71 million. The company focuses on developing and commercializing novel vaccines. XOMA Royalty, on the other hand, is a biotechnology royalty aggregator that plays 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 [1].

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 signed support agreements under which such stockholders have agreed to tender their shares in the offer and support the merger transaction [1].

The merger agreement comes after a strategic review process conducted by HilleVax’s Board of Directors with the assistance of its management and legal and financial advisors. The Board 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 [1].

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 signed support agreements under which such stockholders have agreed to tender their shares in the offer and support the merger transaction [1].

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 [1].

References:
[1] https://ir.hillevax.com/news-releases/news-release-details/hillevax-enters-definitive-agreement-be-acquired-xoma-royalty