SCHEDULE: Hillevax Goes Private After XOMA Tender Offer

Hillevax, Inc. has completed its merger with XRA 4 Corp., a subsidiary of XOMA Royalty Corporation, ceasing to be a publicly traded company.

Summary

• HILLEVAX, INC. completed a cash tender offer and subsequent merger with XRA 4 Corp., a wholly owned subsidiary of XOMA Royalty Corporation.
• The tender offer, which expired on September 15, 2025, involved the purchase of all outstanding shares of Hillevax Common Stock.
• Shareholders received $1.95 in cash per share and one non-transferable contractual contingent value right (CVR).
• The merger became effective on September 17, 2025, at which point Hillevax ceased to be a publicly traded company and became a privately held subsidiary of XOMA Royalty Corporation.
• Takeda Pharmaceutical Company Limited and Takeda Vaccines Inc., the reporting persons, no longer beneficially own any Common Stock of Hillevax, having previously held 6,724,000 shares.
• Hillevax requested Nasdaq to file Form 25 with the SEC on September 17, 2025, to withdraw the registration of its Common Stock.
• The Company 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 filing describes the orderly and successful completion of a planned corporate acquisition, providing a definitive outcome for shareholders and the company.

Positives

• Hillevax shareholders received a cash payment of $1.95 per share and one CVR, providing a liquidity event.
• The transaction represents an orderly completion of a corporate acquisition for Hillevax and an exit for Takeda's stake.

Negatives

• Hillevax Common Stock will no longer be listed on any securities exchange, including Nasdaq, resulting in a loss of public trading liquidity for former shareholders.
• The Company will cease to be a publicly traded entity, removing it from public investment opportunities.

Risks

• The Company's common stock will no longer be listed on any securities exchange, including Nasdaq, resulting in a loss of public trading liquidity for former shareholders.

Future Outlook

Hillevax, Inc. will cease to be a publicly traded company, will be delisted from Nasdaq, and intends to suspend its reporting obligations under the Securities Exchange Act of 1934 by filing a Form 15 with the SEC approximately 10 days after the Form 25 filing.

Industry Context

This transaction represents a common outcome for smaller biotechnology companies, where a tender offer and subsequent merger lead to privatization, often providing a liquidity event for shareholders and allowing the company to pursue long-term strategies away from public market pressures.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash and CVRs for their shares, losing public market liquidity.
• Employees/Management: Transition to working for a privately held subsidiary of XOMA Royalty Corporation.

Next Steps

• Nasdaq to file an application on Form 25 with the SEC to withdraw registration of the Common Stock.
• Deregistration to become effective 90 days after Form 25 filing, or a shorter period as determined by the SEC.
• Company intends to file a Form 15 with the SEC in approximately 10 days following the Form 25 filing to suspend reporting obligations.

Key Dates

Recommendation

The company has ceased to be publicly traded, and all outstanding shares have been converted into cash and CVRs, making further trading impossible for public shareholders.

Keywords

Hillevax, XOMA, Tender Offer, Merger, Delisting, Privatization, CVR, Takeda, Acquisition