HLVX News & Events

XOMA Royalty (XOMA) announced the Company has completed its previously announced tender offer to acquire all outstanding shares of HilleVax (HLVX) common stock for a price per share of $1.95 in cash, plus one non-tradeable contingent value right. The tender offer and related withdrawal rights expired one minute after 11:59 p.m. Eastern Time on Monday, September 15, 2025. As of the Expiration Date, a total of 39,214,689 shares of HilleVax common stock were validly tendered, and not validly withdrawn, representing approximately 77.48% of the outstanding shares of HilleVax common stock as of the Expiration Date. As of the Expiration Date, the number of shares validly tendered in accordance with the terms of the tender offer and not validly withdrawn satisfied the minimum tender condition, and all other conditions to the tender offer were satisfied or waived. Immediately after the Expiration Date, XOMA Royalty irrevocably accepted for payment all shares validly tendered and not validly withdrawn and expects to promptly pay for such shares. Following the closing of the tender offer, a subsidiary of the Company, XRA 4 Corp., merged with and into HilleVax, and all shares of HilleVax common stock that had not been validly tendered were converted into the right to receive the Offer Price. As a result of the Merger, HilleVax became a wholly owned subsidiary of XOMA Royalty. Prior to the opening of trading on The Nasdaq Stock Market on September 17, 2025, all shares of HilleVax common stock will cease trading on Nasdaq, and HilleVax intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

HilleVax (HLVX) and XOMA Royalty (XOMA) announced today they have entered into a definitive merger agreement, whereby XOMA Royalty will acquire all of the issued and outstanding common shares of HilleVax. Under the terms of the Merger Agreement, 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, which 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 closing on the Company's Boston office lease obligations, including the net proceeds received from the sublease of the premises, 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, each pursuant to a contingent value rights agreement. Following a strategic review process conducted with the assistance of its management and legal and financial advisors, HilleVax's Board of Directors 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. Pursuant and subject to the terms of the Merger Agreement, XOMA Royalty and its acquisition subsidiary will commence a tender offer by August 18, 2025, to acquire all outstanding shares of HilleVax common stock. The closing of the Offer is 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. Immediately following the closing of the tender offer, HilleVax will be acquired by XOMA Royalty, and all remaining shares not tendered in the offer, other than shares validly subject to appraisal, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the tender offer. 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. The acquisition is expected to close in September 2025.

As of March 31, 2025 and December 31, 2024, the company had cash, cash equivalents and marketable securities totaling $159.5 million and $171.4 million, respectively. Research and development expenses for the first quarter 2025 were $2.0 million, compared to $26.0 for the first quarter 2024. The decrease was primarily due to lower clinical development costs.

As of September 30, 2024 and December 31, 2023, the company had cash, cash equivalents and marketable securities totaling $189.3 million and $303.5 million, respectively.