SCHEDULE: Hillevax Goes Private After XOMA Tender Offer Completion

Hillevax, Inc. has completed its merger with XOMA Royalty Corporation, ceasing to be a publicly traded company.

Summary

• The cash tender offer by XOMA Royalty Corporation and its subsidiary, XRA 4 Corp., to acquire all outstanding shares of Hillevax, Inc. has successfully concluded.
• The offer price was $1.95 per share in cash, plus one non-transferable contractual contingent value right (CVR) per share.
• The tender offer expired as scheduled on September 15, 2025, at one minute after 11:59 p.m., Eastern Time.
• All conditions to the tender offer were satisfied or waived, leading to the acceptance and payment for all validly tendered shares.
• Following the tender offer, a merger became effective on September 17, 2025, with Hillevax, Inc. continuing as the surviving corporation and a privately held subsidiary of XOMA Royalty Corporation.
• All 6,724,000 shares held by the Reporting Persons (Takeda Pharmaceutical Company Limited and Takeda Vaccines Inc.) and other outstanding shares were converted into the right to receive the offer price.
• Hillevax's common stock will no longer be listed on any securities exchange, including the Nasdaq Global Select Market.
• A Form 25 was filed with the SEC on September 17, 2025, to withdraw the registration of the common stock, with deregistration becoming effective 90 days thereafter or sooner.
• Hillevax intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC approximately 10 days after the Form 25 filing.

Sentiment

Score: 7

Explanation: The sentiment is positive as the announced transaction completed successfully and on schedule, providing a clear exit for shareholders at a defined value. For the acquiring entity, it signifies the successful integration of Hillevax. For Takeda, it represents a completed divestment.

Positives

• Hillevax shareholders who tendered their shares received a defined cash value of $1.95 per share, plus a CVR, providing liquidity.
• The transaction completed as scheduled, indicating a smooth execution of the merger agreement.
• Takeda Pharmaceutical Company Limited and Takeda Vaccines Inc. have successfully exited their beneficial ownership in Hillevax.

Negatives

• Hillevax, Inc. common stock is no longer publicly traded, removing public market liquidity for former shareholders.
• Former public shareholders will no longer have direct ownership in a publicly reporting entity.

Risks

• Former public shareholders lose transparency into Hillevax's operations and financial performance as it becomes a private entity.
• The value of the contingent value right (CVR) is subject to future events and may not materialize or could be less than anticipated.

Future Outlook

Hillevax, Inc. will operate as a privately held subsidiary of XOMA Royalty Corporation, with its common stock no longer publicly traded or subject to SEC reporting requirements.

Management Comments

• Paul Sundberg, Authorized Signatory for Takeda Pharmaceutical Company Limited, certified the information set forth in the statement.
• Max Heuer, Authorized Signatory for Takeda Vaccines Inc., certified the information set forth in the statement.

Industry Context

This transaction represents a common strategy in the biotechnology and pharmaceutical sectors where larger entities acquire smaller companies, often for their pipeline assets or to consolidate intellectual property, leading to the acquired company's privatization. The use of CVRs is also a frequent mechanism in biotech M&A to bridge valuation gaps based on future clinical or regulatory milestones.

Comparison to Industry Standards

• The acquisition of a publicly traded biotechnology company by a larger entity, leading to privatization, is a standard M&A activity in the industry.
• The offer structure, combining cash and a Contingent Value Right (CVR), is a common approach in biotech acquisitions, similar to deals seen with companies like Celgene's acquisition of Receptos or Sanofi's acquisition of Synthorx, where CVRs are used to share future upside or mitigate risk related to pipeline assets.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash and CVR for their shares, losing public market liquidity and direct ownership in a public entity.
• Employees: Now part of a privately held subsidiary under XOMA Royalty Corporation.
• Regulatory Bodies: SEC will process deregistration and suspension of reporting obligations for Hillevax.

Next Steps

• The Company will file a Form 15 with the SEC approximately 10 days after the Form 25 filing to suspend its reporting obligations.
• Deregistration of the Common Stock will become effective 90 days after the Form 25 filing, or such shorter period as determined by the SEC.

Key Dates

Recommendation

The company has completed its merger and is no longer publicly traded. The tender offer provided the final opportunity for shareholders to sell their shares at the specified price and CVR. There is no longer a public market for the stock.

Keywords

Hillevax, XOMA, Tender Offer, Merger, Delisting, Private Company, CVR, Takeda, Acquisition, Biotechnology