XOMA Royalty Acquires Generation Bio in a $57.92 Million Deal

XOMA Royalty Corp. (XOMA) entered a merger agreement on December 15, 2025, to acquire Generation Bio Co. (GBIO) in a deal valued at $57.92 million.

Deal Structure:

XOMA Royalty will acquire Generation Bio for a cash price of $4.2913 per share, representing a 20.53% discount from the stock’s last close.

Generation Bio stockholders will also receive one non-transferable contingent value right (CVR) per share that entitles holders to receive potential payments of a pro rata portion of:

• 100% of the amount by which net cash at closing exceeds $29 million;
• either 90% or 100% of any savings realized by XOMA Royalty on the company’s Cambridge office lease obligations;
• a share of any proceeds from Generation Bio’s existing license agreement with Moderna, which includes potential development and commercial milestones and royalties on commercial sales, calculated on a sliding scale, delivering up to 90% of such payments to CVR holders; and
• a share of payments from any out-license or sale of the Generation Bio ctLNP delivery platform, calculated on a sliding scale, delivering up to 70% of such payments to CVR holders following the closing.

Company Profile:

Generation Bio is a biotechnology company focused on developing genetic medicines, including therapies that use targeted lipid nanoparticles to deliver RNA-based treatments for rare and prevalent diseases affecting areas such as the immune system, liver, retina, and central nervous system.

XOMA Royalty is a biotechnology royalty aggregator that acquires royalty and milestone interests in pre-commercial and commercial drug candidates, providing non-dilutive funding to biotech companies while building a diversified global portfolio of therapeutic assets.

Deal Details and Timeline:

In August, Generation Bio announced a review of strategic alternatives. The stock was trading at $4.05 when the company said it had retained TD Cowen to act as an advisor.

A wholly owned subsidiary of XOMA Royalty will commence a tender offer within 15 business days to acquire all outstanding shares of Generation Bio’s common stock.

The deal is expected to close in February 2026.

TD Cowen served as Generation Bio’s financial advisor, and Wilmer Cutler Pickering Hale and Dorr served as its legal advisor. XOMA Royalty was advised by Gibson, Dunn & Crutcher.

Deal Metrics:

To learn more about the specifics of this M&A transaction, please visit the Deal Metrics page here:

Deal Metrics for the acquisition of Generation Bio Co. (GBIO) by XOMA Royalty Corp. (XOMA)

The Deal Metrics page for each merger or acquisition includes:

– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And a whole lot more.

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Editor’s Note: Baranjot Kaur contributed to this article