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Investing.com -- Hillevax Inc (NASDAQ:HLVX) stock rose 2.9% after the company announced it has entered into a definitive merger agreement with XOMA Royalty Corporation (NASDAQ:XOMA).
Under the terms of the agreement, XOMA Royalty will acquire all outstanding shares of Hillevax for $1.95 in cash per share. Shareholders will also receive one non-transferable contingent value right (CVR), which entitles them to potential additional payments after closing.
The CVR includes rights to receive a pro rata portion of any remaining Hillevax cash exceeding $102.95 million, between 90% and 100% of certain savings from the company’s Boston office lease obligations, and 90% of net proceeds from any disposition of Hillevax’s norovirus vaccine programs within five years following regulatory approval.
Hillevax’s Board of Directors unanimously approved the transaction following a strategic review process. The acquisition is expected to close in September 2025, subject to customary closing conditions including the tender of shares representing at least a majority of outstanding Hillevax common stock.
Several Hillevax officers, directors, and stockholders, collectively holding approximately 22.9% of the company’s common stock, have already agreed to tender their shares and support the merger.
XOMA Royalty and its acquisition subsidiary will commence a tender offer by August 18, 2025. Leerink Partners is serving as exclusive financial advisor to Hillevax, while Latham & Watkins LLP is acting as legal counsel.
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