DEFA14A: Mural Oncology Shareholders to Vote on XOMA Acquisition

Mural Oncology plc shareholders are set to vote on October 24, 2025, on the proposed acquisition by XRA 5 Corp, a subsidiary of XOMA Royalty Corporation, for a cash consideration of $2.035 to $2.24 per share.

Summary

• Mural Oncology plc shareholders will vote on the acquisition by XRA 5 Corp, a subsidiary of XOMA Royalty Corporation, via a Scheme of Arrangement.
• Two special meetings are scheduled for October 24, 2025: the Scheme Meeting at 10:30 a.m. and an Extraordinary General Meeting (EGM) at 10:45 a.m. Irish local time.
• Shareholders will receive a base cash price of $2.035 per share, with a potential additional cash amount of up to $0.205 per share, totaling a maximum of $2.24 per share.
• The additional cash is contingent on Closing Net Cash exceeding Estimated Closing Net Cash, which is based on Mural having approximately $36.2 million in Closing Net Cash.
• Mural Options will be cancelled and converted into cash equal to the Scheme Consideration minus the exercise price, while Mural RSUs will convert to the Scheme Consideration.
• The Mural Board unanimously recommends shareholders vote FOR all proposals related to the acquisition.

Sentiment

Score: 7

Explanation: The sentiment is generally positive due to the unanimous board recommendation for the acquisition and the clear cash consideration offered to shareholders. However, the uncertainty regarding the additional cash component and the general risks associated with transaction completion temper the score slightly.

Positives

• Shareholders are offered a cash consideration of $2.035 per share, with a potential upside to $2.24 per share.
• The Mural Board unanimously recommends the acquisition, deeming it fair and in the best interests of Mural and its shareholders.
• The acquisition provides a clear exit strategy and liquidity for Mural shareholders.

Negatives

• The additional cash consideration of up to $0.205 per share is not guaranteed and depends on the Closing Net Cash exceeding the Estimated Closing Net Cash.
• Mural Options with an exercise price equal to or greater than the Scheme Consideration will be cancelled without any payment.
• If the acquisition is not completed, shareholders will not receive any Scheme Consideration, and Mural will remain an independent public company.
• Mural may be required to pay XOMA Royalty Corporation certain expenses if the Transaction Agreement is terminated under specified circumstances.

Risks

• No assurance can be provided as to when or if the Acquisition will be completed, as it is subject to shareholder approvals, regulatory consents (including Irish High Court), and other conditions.
• There is no certainty that the Closing Net Cash on the Closing Net Cash Calculation Date will exceed the Estimated Closing Net Cash, which could result in the Additional Price Per Share being zero.
• The receipt of cash for Mural Shares will be a taxable transaction for U.S. federal income tax purposes, and potential Passive Foreign Investment Company (PFIC) considerations may apply.
• Irish tax implications may apply to certain shareholders depending on residency and trade activities.

Future Outlook

The acquisition is expected to be completed by the end of 2025, subject to shareholder approvals, regulatory consents, and other specified conditions. Confirmation of any Additional Price Per Share will be communicated prior to the Irish High Court hearing.

Management Comments

• The Mural Board, which has been so advised by Lucid Capital Markets LLC, as financial advisor and Rule 3 advisor to Mural, as to the financial terms of the Acquisition, has approved the Transaction Agreement and determined that the Transaction Agreement and the transactions contemplated by the Transaction Agreement, including the Scheme, are fair to and in the best interests of Mural and the Mural Shareholders and that the terms of the Scheme are fair and reasonable.
• The Mural Board unanimously recommends that Mural Shareholders vote: FOR the Scheme Meeting Resolution at the Scheme Meeting; FOR any Scheme Meeting Adjournment Resolution at the Scheme Meeting; FOR the Scheme Approval Resolution at the EGM; FOR the Articles of Association Amendment Resolution at the EGM; and FOR any EGM Adjournment Resolution at the EGM.
• The Mural Board and executive officers who are shareholders of Mural intend to vote FOR the Scheme Meeting Resolution at the Scheme Meeting, FOR any Scheme Meeting Adjournment Resolution at the Scheme Meeting, FOR the Scheme Approval Resolution at the EGM, FOR the Articles of Association Amendment Resolution at the EGM and FOR any EGM Adjournment Resolution at the EGM.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Mural directors and executive officers have interests in the Acquisition that are in addition to, or different from, any interests they might have as Mural Shareholders.
• All Mural directors have entered into Irrevocable Undertakings to vote all shares they hold in favor of the Scheme and the Acquisition.

Stakeholder Impact

• Shareholders: Will receive cash consideration for their shares, providing liquidity. Those holding options/RSUs will also receive cash, subject to exercise price for options.
• Management/Directors: Have additional interests in the acquisition beyond their shareholder capacity, which could include retention bonuses, severance, or other benefits (though not detailed in this specific excerpt, it's flagged).
• Company (Mural Oncology plc): Will cease to be an independent public company upon completion of the acquisition.
• Acquirer (XOMA Royalty Corporation/XRA 5 Corp): Will gain full ownership and control of Mural Oncology plc.

Next Steps

• Shareholders to review proxy statement and vote on proposals at the Scheme Meeting and EGM.
• Mural to hold Scheme Meeting and EGM on October 24, 2025.
• Obtain requisite Mural Shareholder approvals at both special meetings.
• Obtain necessary regulatory consents and approvals, including from the Irish High Court.
• Confirmation of the Additional Price Per Share to be communicated to Mural Shareholders by separate announcement prior to the Irish High Court hearing.
• Completion of the Acquisition by the end of 2025.

Key Dates

Recommendation

The unanimous recommendation by the Mural Board, supported by a financial advisor, suggests the proposed acquisition terms are favorable. The cash consideration offers immediate liquidity and a defined value for shareholders, with a potential upside. While the additional cash component is not guaranteed, the base price provides a solid floor. For an investor holding Mural shares, voting for the acquisition and receiving the cash consideration appears to be the most prudent path, effectively 'selling' their shares at a price deemed fair by the board. For new investors, this is an acquisition, so a 'buy' recommendation would imply buying shares now to participate in the acquisition, which is a common strategy if the acquisition price is above current market price or if there's a high certainty of completion. Given the board's strong recommendation and the clear cash offer, the likelihood of completion is high, making it a 'buy' to capture the acquisition premium.

Keywords

Mural Oncology, XOMA Royalty Corporation, XRA 5 Corp, Acquisition, Scheme of Arrangement, Proxy Statement, Shareholder Vote, Cash Consideration, Merger, Biotechnology, Pharmaceuticals, SEC Filing