XOMA Royalty to Acquire Turnstone Biologics for Cash Plus CVR
XOMA Royalty Corporation to Acquire Turnstone Biologics
In an exciting development for shareholders, XOMA Royalty Corporation (NASDAQ: XOMA) has reached a merger agreement with Turnstone Biologics Corp. (NASDAQ: TSBX). This acquisition is set to change the landscape for the two biotech companies. Under the terms of the deal, XOMA Royalty will purchase each share of Turnstone common stock for $0.34 in cash, alongside providing one non-transferable contingent value right (CVR) to Turnstone shareholders.
Details of the Merger Agreement
The definitive merger agreement indicates that XOMA Royalty will initiate a tender offer by July 11, 2025, allowing shareholders to exchange their stock. The completion of this offer hinges on several conditions, including the tender of a majority of outstanding shares of Turnstone common stock and maintaining a minimum cash balance at the time of closing.
Support and Conditions for Closure
The Turnstone Board of Directors has given its unanimous approval for this acquisition, after conducting a comprehensive review with legal and financial advisors. Approximately 25.2% of Turnstone’s stockholders have already pledged their support by signing agreements to tender their shares in the offer, indicating strong backing for the transaction. The merger is anticipated to close in August 2025, provided all conditions are satisfactorily met.
Understanding XOMA's Strategic Vision
XOMA Royalty operates as a biotechnology royalty aggregator that plays a crucial role in supporting biotech firms striving to enhance human health. The company’s business model focuses on acquiring potential future revenues tied to therapeutic candidates that have been licensed to other companies. This offering provides sellers with opportunities for non-dilutive and non-recourse funding, which can be directed towards the advancement of existing projects or corporate expenditures.
A Diverse Portfolio of Assets
XOMA Royalty boasts an extensive and continually expanding portfolio, which consists of rights to receive future economic benefits tied to various therapeutic advancements. This model not only provides financial support to partner firms but also enhances XOMA’s position within the competitive pharmaceutical landscape.
About Turnstone Biologics
Turnstone Biologics is dedicated to pioneering therapies that target solid tumors, focusing primarily on its innovative approach using tumor-infiltrating lymphocyte (TIL) therapy. This strategy sets them apart in the biotech sector and underscores their commitment to finding effective cancer treatments.
Next Steps for Stakeholders
As XOMA prepares for the tender offer, shareholders and other stakeholders are encouraged to stay informed about the terms and conditions of the transaction. The forthcoming offer documents will outline essential details that will assist investors in making informed decisions regarding their investments.
Investor and Media Relations Contacts
For further inquiries, stakeholders can reach out to the respective investor relations teams:
XOMA Royalty Contact
Juliane Snowden, XOMA Royalty Corporation
Phone: +1 646-438-9754
Email: juliane.snowden@xoma.com
Turnstone Biologics Contact
Ahmed Aneizi, Investor Relations, Turnstone Biologics
Phone: +1 (347) 897-5988
Email: ahmed.aneizi@turnstonebio.com
Frequently Asked Questions
What is the offer price for Turnstone shares?
The offer price is $0.34 per share of Turnstone common stock.
What additional benefit do Turnstone shareholders receive?
Shareholders will also receive one non-transferable contingent value right (CVR) as part of the transaction.
When is the tender offer expected to start?
The tender offer is expected to commence by July 11, 2025.
What percentage of shareholders have shown support for the merger?
Approximately 25.2% of Turnstone shareholders have already signed support agreements.
When is the merger anticipated to close?
The merger is expected to be finalized in August 2025, subject to various closing conditions.
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