XOMA Royalty to Buy HilleVax for $1.95 a Share Plus CVR

XOMA Royalty Corporation agreed to acquire vaccine developer HilleVax Inc. for $1.95 in cash per share plus a non-transferable contingent value right, the companies said on 4 August. The CVR entitles holders to a pro-rata share of any cash remaining above $102.95 million, most savings on HilleVax’s Boston lease, and 90% of proceeds from any sale or financing of the company’s norovirus vaccine programmes completed within five years of regulatory approval. HilleVax’s board unanimously approved the deal following a strategic review, and shareholders representing about 22.9% of the stock have signed agreements to tender their shares. XOMA Royalty plans to launch a tender offer by 18 August; closing is targeted for September, subject to customary conditions including a majority of shares being tendered and minimum cash thresholds. Trading in HilleVax shares was halted after the announcement. Leerink Partners is advising HilleVax, while Gibson Dunn is counsel to XOMA Royalty. The transaction will add to XOMA’s portfolio of royalty interests in pre-commercial and commercial therapeutic candidates.