Xoma Completes Tender Offer for Turnstone Biologics with 74% Shareholder Acceptance

XOMA (XOMA) Royalty has completed its tender offer to acquire Turnstone Biologics (TSBX) common stock for $0.34 per share plus a non-tradeable contingent value right. Approximately 74% of TSBX's outstanding shares were validly tendered, meeting the minimum tender condition. Following the closing, XOMA Royalty merged Turnstone into a subsidiary and all non-tendered shares were converted into the right to receive the offer price.

XOMA Royalty Corporation (NasdaqGM:XOMA) has successfully completed its tender offer to acquire all outstanding shares of Turnstone Biologics Corp. (NasdaqCM:TSBX) common stock. The acquisition was finalized on August 11, 2025, with XOMA Royalty paying $0.34 per share in cash, plus a non-tradeable contingent value right. Approximately 74% of Turnstone's outstanding shares were validly tendered, satisfying the minimum tender condition. Following the closing, XOMA Royalty merged Turnstone into a subsidiary, converting all non-tendered shares into the right to receive the offer price.

The tender offer, which expired on August 7, 2025, saw 17,192,002 shares of Turnstone common stock validly tendered, representing approximately 74% of the outstanding shares. The closing of the tender offer was subject to several conditions, including the tender of Turnstone 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.

Leerink Partners acted as the financial advisor to Turnstone, while Cooley LLP and Gibson, Dunn & Crutcher LLP served as legal counsel for both XOMA Royalty and Turnstone, respectively. The acquisition aims to enhance XOMA Royalty's portfolio and market presence in the biotechnology sector by providing funding to biotech companies to advance drug candidates.

While the acquisition demonstrates strong shareholder support, the cash offer of $0.34 per share may be viewed as significantly low by some shareholders, potentially indicating a lack of confidence in Turnstone's future value. Additionally, the delisting of Turnstone's shares from Nasdaq could lead to reduced visibility and accessibility for shareholders, which may negatively impact their investments.

References:
[1] https://www.marketscreener.com/news/xoma-royalty-corporation-completed-the-acquisition-of-turnstone-biologics-corp--ce7c5ed3d989fe21
[2] https://www.quiverquant.com/news/XOMA+Royalty+Completes+Tender+Offer+for+Turnstone+Biologics%2C+Stockholders+to+Receive+Cash+and+Contingent+Value+Right