Topline Findings
- Acquisition Details: Mural Oncology to be acquired by XRA 5 Corp., a XOMA Royalty subsidiary, for $2.035 per share base price with potential additional cash of up to $0.205 per share.
- Premium for Shareholders: Deal represents a 13.1% premium over Mural’s recent share price and a 97.6% premium over pre-strategic review value, highlighting shareholder upside.
- XOMA 2025 Growth Strategy: Acquisition adds to XOMA Royalty’s series of 2025 mergers, including HilleVax and Turnstone Biologics, expanding its late-stage and clinical-stage biotech portfolio.
Mural Oncology, a clinical-stage immuno-oncology company, announced that it has entered into a definitive agreement to be acquired by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation. According to Mural, its board of directors concluded that the acquisition serves the best interests of its shareholders, with approvals also secured from the boards of XOMA Royalty and XRA 5.
What will Mural Shareholders Receive Under the Acquisition Agreement?
Under terms of the deal, Mural shareholders will receive a base cash price of $2.035 per share, with the potential for an additional payment of up to $0.205 per share depending on the company’s net cash at closing, capping the total transaction value at approximately $36.2 million.1
“The transaction agreement with XOMA Royalty announced today is the result of a thorough and wide-ranging strategic review process, conducted with the support of our legal and financial advisors,” said Caroline Loew, PhD, CEO, Mural, in a press release. “We believe that this transaction, which is supported by our Board, achieves the goal of this strategic review process, which was to maximize shareholder value.”
The offer represents a 13.1% premium over Mural’s closing price on August 19, 2025, and a 97.6% premium compared to its pre-strategic review price in April 2025. Mural’s directors, holding a small proportion of the company’s shares, restricted stock units, and options, have committed to vote in favor of the acquisition, with options above the maximum consideration set to be canceled.1
XOMA Royalty Strengthens its 2025 Acquisition Portfolio
The deal underscores XOMA’s aggressive acquisition streak in 2025, adding Mural Oncology to a string of recent transactions that highlight the company’s strategy to expand its portfolio and strengthen its position in late-stage and clinical-stage biotech assets.
HilleVax Merger and CVRs
- Earlier this month, HilleVax announced that it had reached a definitive merger agreement with XOMA.
- Under terms of the deal, HilleVax stockholders were expected to 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) agreement.
- Under the CVR, shareholders may receive payments tied to three potential sources: any HilleVax cash remaining above $102.95 million at closing; 90% to 100% of savings from XOMA Royalty’s assumption of HilleVax’s Boston office lease obligations, including net sublease proceeds; and 90% of net proceeds from any sale, transfer, license, or other disposition of HilleVax’s remaining norovirus vaccine programs.
- This applies if such a transaction or financing occurs within two years of closing and regulatory approval is achieved within five years.2
Turnstone Merger and Closing Conditions
- In late June, XOMA also announced that it had entered into a definitive merger agreement to acquire Turnstone Biologics for $0.34 in cash per share of Turnstone common stock in addition to one non-transferable CVR.
- The offer’s closing was contingent on several conditions, including a majority of shares being tendered, Turnstone maintaining a minimum cash balance at closing, and other customary requirements.
- In support of the transaction, Turnstone stockholders holding roughly 25.2% of the company’s shares had already agreed to tender their holdings and back the merger.3
Addressing the timeline for the acquisition, Owen Hughes, CEO, XOMA Royalty, highlighted the importance of moving the process forward.
“XOMA Royalty looks forward to working with Mural to close the transaction as soon as possible,” he stated, in the press release.
References
- Mural Oncology Announces Entry into Agreement to be Acquired by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty for between $2.035 and $2.24 in Cash per Share. XOMA. August 20, 2025. Accessed August 21, 2025. https://investors.xoma.com/news-events/press-releases/detail/482/mural-oncology-announces-entry-into-agreement-to-be
- HilleVax Enters into a Definitive Agreement to be Acquired by XOMA Royalty for $1.95 in Cash per Share Plus a Contingent Value Right. HilleVax. August 4, 2025. Accessed August 21, 2025. https://ir.hillevax.com/news-releases/news-release-details/hillevax-enters-definitive-agreement-be-acquired-xoma-royalty?utm_source=chatgpt.com
- Turnstone Biologics Corp. Enters into Agreement to be Acquired by XOMA Royalty Corporation for $0.34 in Cash Per Share Plus a Contingent Value Right. Xoma. June 27, 2025. Accessed August 21, 2025. https://investors.xoma.com/news-events/press-releases/detail/477/turnstone-biologics-corp-enters-into-agreement-to-be?utm_source=chatgpt.com
