XOMA Royalty Acquires Turnstone Biologics with 74% Shareholder Participation

XOMA Royalty Corporation has successfully acquired Turnstone Biologics with 74% shareholder participation. Shareholders received $0.34 per share in cash plus a non-tradeable CVR. Turnstone Biologics will be delisted from Nasdaq on August 11, 2025. The acquisition expands XOMA's biotech royalty streams and development assets portfolio and emphasizes Turnstone's innovative viral immunotherapies.

XOMA Royalty Corporation (NASDAQ: XOMA) has successfully completed its tender offer to acquire all outstanding shares of Turnstone Biologics Corp. (NASDAQ: TSBX) common stock. The acquisition was finalized on August 11, 2025, with 74% of Turnstone's shareholders participating in the tender offer. Shareholders received $0.34 per share in cash, plus a non-tradeable contingent value right (CVR) [1].

The tender offer, which expired at 11:59 p.m. Eastern Time on August 7, 2025, saw a total of 17,192,002 shares of Turnstone common stock validly tendered and not validly withdrawn. This represented approximately 74% of the outstanding shares of Turnstone common stock as of the expiration date. All conditions to the tender offer were satisfied or waived, and XOMA Royalty irrevocably accepted for payment all validly tendered shares, expecting to promptly pay for such shares [1].

Following the closing of the tender offer, XOMA Royalty merged Turnstone with and into a subsidiary, XRA 3 Corp. (the "Merger"). All shares of Turnstone common stock that had not been validly tendered were converted into the right to receive the Offer Price. As a result of the Merger, Turnstone became a wholly owned subsidiary of XOMA Royalty. Prior to the opening of trading on Nasdaq on August 11, 2025, all shares of Turnstone common stock will cease trading on Nasdaq, and Turnstone intends to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended [1].

The acquisition of Turnstone Biologics expands XOMA Royalty's biotech royalty streams and development assets portfolio. Turnstone Biologics' innovative viral immunotherapies are expected to contribute significantly to XOMA Royalty's overall development and growth strategy [2].

References:
[1] https://www.globenewswire.com/news-release/2025/08/11/3130961/7281/en/XOMA-Royalty-Announces-Closing-of-Tender-Offer-for-Turnstone-Biologics.html
[2] https://www.marketscreener.com/news/xoma-royalty-corporation-completed-the-acquisition-of-turnstone-biologics-corp--ce7c5ed3d989fe21