XOMA Royalty to Acquire HilleVax for $75.36 Million

HilleVax, Inc. (HLVX) entered a merger agreement on August 8, 2025, to be acquired by XOMA Royalty Corp. (XOMA) in a deal valued at $75.36 million.

Deal Structure:

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 (CVR), which represents the right to receive potential payments following the closing of a pro rata portion of:

• any remaining HilleVax cash over $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 remaining norovirus vaccine programs of HilleVax if such disposition or a financing of such program occurs within two years following closing, each under a contingent value rights agreement.

The cash price of $1.95 per share represents a discount of 4.41% from the stock’s last close.

Company Profile:

HilleVax is a clinical-stage biopharmaceutical company developing novel vaccines, including HIL-214 for the prevention of acute gastroenteritis—an intestinal infection causing diarrhea, vomiting, and stomach cramps—caused by norovirus.

XOMA Royalty is a biotechnology royalty aggregator that acquires future economic rights to early- and mid-stage therapeutic candidates licensed to pharma and biotech companies, supporting their development with non-dilutive funding.

Deal Details and Timeline:

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 deal is expected to close in September 2025.

HilleVax has appointed Leerink Partners as its financial advisor and engaged Latham & Watkins as its legal counsel. In contrast, XOMA Royalty selected Gibson, Dunn & Crutcher as its legal counsel.

Deal Metrics:

For more comprehensive details about this merger transaction, please visit the Deal Metrics page:
Deal Metrics for the acquisition of HilleVax, Inc. (HLVX) by XOMA Royalty Corp. (XOMA)

The Deal Metrics page provides a wealth of information for each merger or acquisition, including:

– A spread history chart from the announcement through to completion or failure of the merger.
– A timeline of events as the merger progresses, including regulatory approvals, shareholder votes, and more.
– Relevant news and SEC filings.
– A history of deal updates.
– And much more.

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Editor’s Note: Baranjot Kaur contributed to this article