HilleVax, Inc. and XOMA Royalty Corporation announced a definitive merger agreement on August 4, 2025, under which XOMA Royalty will acquire all outstanding common shares of HilleVax. HilleVax stockholders will receive $1.95 in cash per share at closing, plus one non-transferable Contingent Value Right (CVR). The acquisition is expected to close in September 2025.
The CVR provides potential future payments based on three components: any remaining HilleVax cash exceeding $102.95 million, between 90% and 100% of certain savings from the Boston office lease obligations, and 90% of net proceeds from any disposition of remaining norovirus vaccine programs within specific timeframes. HilleVax's Board of Directors unanimously approved the merger, following a strategic review process.
Concurrently with the merger agreement, HilleVax delivered notice to Takeda on August 1, 2025, to terminate the HIL-214.00 license, effective six months after the notice. Additionally, HilleVax entered into a sublease agreement for a portion of its Boston facility on July 31, 2025, expected to commence around November 1, 2025, for a term of three years and two months. A tender offer is expected to commence by August 18, 2025, with certain officers, directors, and stockholders holding approximately 22.9% of common stock having signed support agreements.
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