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WALTHAM, Mass., DUBLIN, Ireland and EMERYVILLE, Calif. - Mural Oncology plc (NASDAQ:MURA) has entered into a definitive agreement to be acquired by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty Corporation (NASDAQ:XOMA), for between $2.035 and $2.24 per share in cash.
The acquisition follows a strategic review process initiated by Mural in April after the company announced it was discontinuing all clinical development of its lead drug candidate nemvaleukin alfa. The Mural board determined the cash offer is in the best interests of shareholders.
Under the terms of the agreement, Mural shareholders will receive a base price of $2.035 per share, with the potential for an additional payment of up to $0.205 per share depending on Mural’s net cash position at closing.
The base price represents a 13.1% premium to Mural’s closing share price on August 19, 2025, and a 97.6% premium to its closing price on April 14, 2025, the day before Mural announced its strategic review.
"The transaction announced today is the result of a thorough and wide-ranging strategic review process," said Caroline Loew, CEO of Mural Oncology. "We believe that this transaction achieves the goal of maximizing shareholder value."
The Mural directors, who collectively hold approximately 0.42% of outstanding shares, have agreed to vote in favor of the acquisition. The transaction is expected to close by the end of 2025, subject to shareholder and regulatory approvals.
Following the acquisition, XOMA Royalty plans to implement an orderly wind-down of substantially all of Mural’s operations and consolidate remaining corporate functions into XOMA’s existing structure.
The acquisition will be implemented through a High Court-sanctioned scheme of arrangement under Irish law. Upon completion, Mural shares will be delisted from the Nasdaq.
Based on a press release statement, the transaction values Mural’s entire issued and to be issued share capital at approximately $36.2 million, excluding any additional payment that may become payable.
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