Mural Oncology Shareholders Approve Takeover Of XOMA Royalty's XRA 5 Unit

Author: Benzinga Newsdesk | October 24, 2025 04:27pm

Mural Oncology plc (NASDAQ:MURA) ("Mural") today announced that its shareholders have voted to approve the previously announced proposed acquisition of Mural by XRA 5 Corp. ("Sub"), a wholly owned subsidiary of XOMA Royalty Corporation (NASDAQ:XOMA) ("XOMA Royalty"). As described in more detail below, a majority in number of the shareholders of record present and voting, either in person or by proxy and more than 99 percent of the votes cast at both a scheme meeting of shareholders (the "Scheme Meeting") and an extraordinary general meeting of shareholders (the "EGM"), both held on October 24, 2025 in Dublin, Ireland, were in favour of the transaction, representing in respect of the Scheme Meeting, approximately 58 percent of the shares outstanding and eligible to be voted at the Scheme Meeting and in respect of the EGM, approximately 61 percent of the shares outstanding and eligible to be voted at the EGM.

Under the terms of the transaction agreement among XOMA Royalty, Sub and Mural announced on August 20, 2025 (the "Transaction Agreement"), Sub has agreed to acquire the entire issued and to be issued share capital of Mural (the "Acquisition"). Under the terms of the Acquisition and subject to certain conditions, following closing, each Mural shareholder (i) would receive a base cash price of $2.035 per share (the "Base Price Per Share"), which has been calculated on the basis of Mural having approximately $36.2 million in Closing Net Cash on the Closing Net Cash Date (each as defined in the Transaction Agreement) (the "Estimated Closing Net Cash") and (ii) may receive an additional cash amount per share of up to $0.205 (the "Additional Price Per Share"), which would be calculated on the basis of the amount by which Mural's Closing Net Cash on the Closing Net Cash Date exceeds the Estimated Closing Net Cash. The Base Price Per Share would be payable to Mural shareholders on closing of the Acquisition regardless of the actual quantum of Mural's Closing Net Cash on the Closing Net Cash Date. 

Posted In: MURA XOMA