REG-Mural Oncology Announces Entry into Agreement to be Acquired by XRA 5 Corp., a wholly owned subsidiary of XOMA Royalty for between $2.035 and $2.24 in Cash per Share
20/08/2025 13:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250820:nGNEtYzBs&default-theme=true
WALTHAM, Mass., DUBLIN, Ireland and EMERYVILLE, Calif., Aug. 20, 2025 (GLOBE
NEWSWIRE) -- Mural Oncology plc (Nasdaq: MURA), a clinical-stage
immuno-oncology company (“Mural”), and XOMA Royalty Corporation (Nasdaq:
XOMA), a biotechnology royalty aggregator (“XOMA Royalty”), announced
today they have entered into a definitive agreement pursuant to which XRA 5
Corp., a newly formed company wholly owned by XOMA Royalty (“Sub”), has
agreed to acquire the entire issued and to be issued share capital of Mural
for cash (the “Acquisition”) subject to the satisfaction of the closing
conditions set out in Appendix I of this Announcement (the “Conditions”),
including approval by Mural Shareholders. Following a strategic review
process, the Mural board of directors (the “Mural Board”) determined the
acquisition and cash offer by XOMA Royalty is in the best interests of all
Mural Shareholders and has approved the Acquisition. The Acquisition has also
been approved by the boards of directors of XOMA Royalty and Sub.
Under the terms of the Acquisition and subject to certain conditions, at
closing, each Mural Shareholder (i) would receive a base cash price of $2.035
per share (the “Base Price Per Share”) 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 its Estimated Closing
Net Cash (the “Excess Cash”) as set out in more detail below and in
accordance with the provisions of the transaction agreement entered into
between Mural, Sub and XOMA Royalty in respect of the Acquisition (the
“Transaction Agreement”), as appended at Appendix IV of this Announcement.
The Base Price Per Share has been calculated on the basis of Mural having
approximately $36.2 million in Closing Net Cash on the Closing Net Cash Date
(the “Estimated Closing Net Cash”), and 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. The Additional Price
Per Share is intended to return any Excess Cash to Mural Shareholders. As a
result, the Additional Price Per Share would only be payable to Mural
Shareholders on closing of the Acquisition if Mural’s Closing Net Cash on
the Closing Net Cash Date exceeds the Estimated Closing Net Cash. There is no
certainty that Mural’s Closing Net Cash on the Closing Net Cash Date will
exceed the Estimated Closing Net Cash and, if Mural’s Closing Net Cash does
not the exceed Estimated Closing Net Cash, the amount of the Additional Price
Per Share will be zero and each Mural Shareholder would receive only the Base
Price Per Share.
The Additional Price Per Share is subject to a cap of a maximum amount of
$0.205 per share.
The Acquisition, excluding any amount that may be payable in respect of the
Additional Price Per Share, values the entire issued and to be issued share
capital of Mural at approximately $36.2 million.
Excluding any Additional Price Per Share which may be payable as described
above, the Acquisition represents a:
* premium of approximately 13.1% to Mural’s closing share price of $1.80 on
August 19, 2025, being the Business Day immediately before the date on which
this Announcement has been released; and
* premium of approximately 97.6% to Mural’s undisturbed closing share price
of $1.03 on April 14, 2025 (being the last Business Day prior to the
announcement of the commencement of the strategic review by the Mural Board on
April 15, 2025).
Capitalised terms used in this Announcement and not otherwise defined have the
meaning given to them in Appendix I.
Commenting on the Acquisition, Caroline Loew, Ph.D., Chief Executive Officer
of Mural, said:
‘The Transaction Agreement with XOMA Royalty announced today is the result
of a thorough and wide-ranging strategic review process, conducted with the
support of our legal and financial advisors. We believe that this transaction,
which is supported by our Board, achieves the goal of this strategic review
process, which was to maximize shareholder value.’
Commenting on the Acquisition, Owen Hughes, Chief Executive Officer of XOMA
Royalty, said:
‘XOMA Royalty looks forward to working with Mural to close the transaction
as soon as possible.’
The Mural Directors, who hold Mural Shares representing, in aggregate,
approximately 0.42% of Mural’s outstanding ordinary shares, Mural RSUs
representing, in aggregate, approximately 1.27% of Mural’s outstanding
ordinary shares and options to acquire Mural Shares representing, in
aggregate, approximately 4.32% of Mural’s outstanding ordinary shares have
entered into irrevocable undertakings to vote in favor of the Acquisition. All
outstanding options to acquire Mural Shares held by the Mural Directors have a
strike price above the maximum Consideration payable pursuant to the
Acquisition and will be cancelled without the right to receive any
Consideration in accordance with the terms of the Transaction Agreement.
Having taken into account the relevant factors, applicable risks and
alternatives available to Mural, the Mural Board, which has been so advised by
Lucid Capital Markets, LLC (“Lucid”), as financial adviser and Rule 3
adviser to Mural, as to the financial terms of the Acquisition, considers the
terms of the Acquisition as set out in this Announcement to be fair and
reasonable. Accordingly, the Mural Board intends to recommend that Mural
Shareholders vote in favor of the Acquisition.
It is intended that the Acquisition will be implemented by means of a High
Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish
Companies Act (or, if Sub elects, subject to the terms of the Transaction
Agreement, compliance with the Irish Takeover Rules and with the consent of
the Irish Takeover Panel, a Takeover Offer). The Acquisition is expected to
close by the end of 2025, subject to the satisfaction of the Conditions, which
include (i) the approval by Mural Shareholders of the Scheme Meeting
Resolution and the Required EGM Resolutions; and (ii) the sanction of the
Scheme by the High Court.
The Scheme Document, which will contain, among other things, further
information about the Acquisition, notices convening the Scheme Meeting and
the Extraordinary General Meeting (the “EGM”), the expected timetable for
completion of the Acquisition and action to be taken by Mural Shareholders,
will be published as soon as practicable following this Announcement. The
Scheme Document will be included within the Proxy Statement to be filed by
Mural with the U.S. Securities and Exchange Commission (the “SEC”) and
sent to Mural shareholders as of the record date(s) to be established for
voting at the Scheme Meeting and EGM in respect of the Acquisition.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY
OR INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER
RULES
About XOMA Royalty and Sub
XOMA Royalty Corporation is a biotechnology royalty aggregator playing a
distinctive role in helping biotech companies achieve their goal of improving
human health. XOMA Royalty acquires the potential future economics associated
with pre-commercial and commercial therapeutic candidates that have been
licensed to pharmaceutical or biotechnology companies. When XOMA Royalty
acquires the future economics, the seller receives non-dilutive, non-recourse
funding they can use to advance their internal drug candidate(s) or for
general corporate purposes. XOMA Royalty has an extensive and growing
portfolio of assets (asset defined as the right to receive potential future
economics associated with the advancement of an underlying therapeutic
candidate).
XOMA Royalty has its corporate headquarters in Emeryville, California. For
more information, visit XOMA Royalty’s website at www.xoma.com.
XRA 5 Corp. is a Delaware corporation established for the sole purpose of
implementing the Acquisition. As of the date of this Announcement, the entire
issued and outstanding shares of capital stock of Sub are directly owned by
XOMA Royalty.
About Mural
Mural Oncology plc is a biotechnology company focused on using its protein
engineering platform to develop cytokine-based immunotherapies for the
treatment of cancer with the goal of delivering meaningful and clinical
benefits to people living with cancer.
On March 25, 2025, Mural announced that, based on the interim analysis of
results, its Phase 3 ARTISTRY-7 trial of nemvaleukin alfa (“nemvaleukin”)
in combination with pembrolizumab did not achieve its primary endpoint of a
statistically significant improvement in overall survival versus
investigator’s choice chemotherapy. Mural also announced that ARTISTRY-7
would not continue to final analysis and Mural would cease development of
nemvaleukin for platinum resistant ovarian cancer. On April 15, 2025, Mural
announced that following review of data from its Phase 2 ARTISTRY-6 trial of
nemvaleukin in mucosal and cutaneous melanoma and the previously announced
results from the ARTISTRY-7 trial, Mural was discontinuing all clinical
development of nemvaleukin and planned to immediately commence an exploration
of strategic alternatives focused on maximizing shareholder value.
Mural has its registered office in Dublin, Ireland, and its primary facilities
in Waltham, Mass. For more information, visit Mural’s website
at www.muraloncology.com.
This summary should be read in conjunction with, and is subject to, the full
text of the following Announcement and its appendices.
The Conditions to the Acquisition are set out in Appendix I of this
Announcement and the Acquisition is subject to further terms to be set out in
the Scheme Document. Certain terms used in this Announcement are defined in
Appendix II of this Announcement. Appendix III of this Announcement contains
certain sources of information and bases of calculation contained in this
Announcement. Appendix IV of this Announcement contains a copy of the
Transaction Agreement.
Enquiries
Mural Oncology plc ir@muraloncology.com
Lucid Capital Markets, LLC (Financial Adviser to Mural) 570 Lexington Ave, 40 (th)Floor New York, NY 10022
XOMA Royalty Investor Contact XOMA Royalty Media Contact
Juliane Snowden XOMA Royalty Corporation juliane.snowden@xoma.com Kathy Vincent KV Consulting & Management kathy@kathyvincent.com
Davy Corporate Finance (Financial Adviser to XOMA Royalty) 49 Dawson Street Dublin D02 PY05 Ireland
Statements required by the Irish Takeover Rules
The Sub board of directors and XOMA Royalty’s board of directors accept
responsibility for the information contained in this Announcement other than
that relating to Mural, the Mural Group and the Mural Directors and members of
their immediate families, related trusts and persons connected with them. To
the best of the knowledge and belief of the Sub board of directors and XOMA
Royalty board of directors (who, in each case, have taken all reasonable care
to ensure that this is the case), the information contained in this
Announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Mural Directors accept responsibility for the information contained in
this Announcement relating to Mural, the Mural Group and the Mural Directors
and members of their immediate families, related trusts and persons connected
with them. To the best of the knowledge and belief of the Mural Directors
(who, in each case, have taken all reasonable care to ensure such is the
case), the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Lucid, which is authorized and regulated by the SEC and the Financial Industry
Regulatory Authority (“FINRA”) in the United States, is acting as
financial adviser exclusively for Mural and for no one else in connection with
the subject matter of this Announcement and will not regard any other person
as its client in relation to the matters in this Announcement and will not be
responsible to anyone other than Mural for providing the protections afforded
to clients of Lucid or its affiliates, nor for providing advice in relation to
any matter referred to in this Announcement. Neither Lucid nor any of its
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Lucid in relation to the matters in this Announcement, any statement
or other matter or arrangement referred to herein or otherwise.
Davy Corporate Finance, which is authorized and regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for XOMA Royalty and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than XOMA Royalty for providing the
protections afforded to clients of Davy Corporate Finance or for providing
advice in connection with the matters referred to in this Announcement.
Wilmer Cutler Pickering Hale and Dorr LLP and Arthur Cox LLP are acting as
legal advisers on U.S. and Irish law matters respectively to Mural, and
Gibson, Dunn & Crutcher LLP and Mason Hayes & Curran LLP are acting as legal
advisers on U.S. and Irish law matters respectively to XOMA Royalty and Sub.
No Offer or Solicitation
This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any recommendation or offer, invitation
or the solicitation of an offer to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities or the solicitation of any proxy,
vote or approval in any jurisdiction, whether pursuant to this Announcement or
otherwise. The distribution of this Announcement in jurisdictions outside
Ireland or the United States may be restricted by law and therefore persons
into whose possession this Announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the restrictions
may constitute a violation of the securities law of any such jurisdiction.
The Acquisition will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Documents), which will contain the full terms
and conditions of the Acquisition, including details of how Mural Shareholders
may vote in respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition, should be made only on the basis of the
information contained in the Scheme Document (or, if applicable, the Takeover
Offer Documents).
This Announcement does not constitute a prospectus or a prospectus equivalent
document.
Important Additional Information will be Filed with the SEC
In connection with the Acquisition, Mural intends to file with the SEC a Proxy
Statement relating to the Scheme Meeting and the EGM (which will include the
Scheme Document). The definitive Proxy Statement will be sent to Mural
Shareholders as of the record date(s) to be established for voting at the
Scheme Meeting and EGM. This Announcement is not a substitute for the Proxy
Statement or any other document that Mural may file with the SEC or send to
its shareholders in connection with the Acquisition. BEFORE MAKING ANY VOTING
DECISION, HOLDERS OF MURAL SHARES ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH
THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN,
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME
AND RELATED MATTERS.
Any vote in respect of the Scheme Meeting Resolution or the EGM Resolutions to
approve the Acquisition, the Scheme or related matters, or other responses in
relation to the Acquisition, should be made only on the basis of the
information contained in the Proxy Statement (including the Scheme Document).
The Proxy Statement, if and when filed, as well as Mural’s other public
filings with the SEC, may be obtained without charge at the SEC’s website at
www.sec.gov and at Mural’s website https://ir.muraloncology.com/.
Mural Shareholders will also be able to obtain, without charge, a copy of the
Proxy Statement (including the Scheme Document) and other relevant documents
(when available) by directing a written request to Mural, Attn: Chief Legal
Officer, Mural Oncology plc, Ten Earlsfort Terrace, D02 T380, Dublin 2,
Ireland or by phone to 00 353 920 1000 or by contacting Investor Relations,
via email at ir@muraloncology.com.
Participants in the Solicitation
Mural and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from Mural
Shareholders in connection with the Acquisition and any other matters to be
voted on at the Scheme Meeting or the EGM. Information about the directors and
executive officers of Mural, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in
Mural’s definitive proxy statement on Schedule 14A for its 2025 annual
general meeting of shareholders, dated and filed with the SEC on April 28,
2025. Other information regarding the persons who may, under the rules of the
SEC, be deemed to be participants in the solicitation of Mural Shareholders,
including a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement (which will
contain the Scheme Document) related to the Acquisition and other relevant
materials to be filed with the SEC in connection with the Acquisition. You may
obtain free copies of these documents using the sources indicated above.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this Announcement regarding matters that are not
historical facts are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to Mural,
XOMA Royalty or Sub. Forward-looking statements are intended to be identified
by words such as “anticipate”, “target”, “expect”, “estimate”,
“intend”, “plan”, “believe”, “will”, “may”, “would”,
“could” or “should” or other words of similar meaning or the negative
thereof. Forward-looking statements include but are not limited to statements
regarding Mural, XOMA Royalty and Sub’s intention to consummate the
Acquisition, the approval of the Acquisition by Mural Shareholders, the
payment of any Additional Price Per Share to Mural Shareholders, and the
expected timing of the closing of the Acquisition.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results to be
materially different from those expressed or implied by such forward-looking
statements. Risks and uncertainties that may cause actual results to differ
from expectations include: uncertainties as to the timing and completion of
the Scheme Meeting and EGM; uncertainties as to the approval by Mural
Shareholders of the Scheme Meeting Resolution or the Required EGM Resolutions;
the possibility that closing conditions for the Acquisition may not be
satisfied or waived, including the failure to receive sanction of the Scheme
by the High Court; risks that ongoing costs to Mural will result in Mural’s
Closing Net Cash on the Closing Net Cash Date not exceeding the Estimated
Closing Net Cash, which will mean that no Additional Price Per Share is paid
to Mural Shareholders; the other risks and uncertainties pertaining to
Mural’s business, including those described in Mural’s most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, as
well as Mural’s subsequent filings with the SEC, including the Proxy
Statement; and the other risks and uncertainties pertaining to XOMA
Royalty’s business, including those described in more detail in XOMA
Royalty’s most recent filing on Form 10-Q and other filings with the SEC.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All subsequent oral or
written forward-looking statements attributable to Mural, XOMA Royalty or Sub
or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
None of Mural, XOMA Royalty or Sub undertake any obligation to update or
revise the forward-looking statements contained in this Announcement, whether
as a result of new information, future events or otherwise, except to the
extent legally required.
Disclosure Requirements of the Irish Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes,
“interested” (directly or indirectly) in 1% or more of any class of
“relevant securities” of Mural must disclose all “dealings” in such
“relevant securities” during the “offer period”. The disclosure of a
“dealing” in “relevant securities” by a person to whom Rule 8.3(b)
applies must be made by no later than 3:30 pm (U.S. Eastern Time) on the
“business day” following the date of the relevant “dealing”. A dealing
disclosure must contain the details specified in Rule 8.6(b) of the Irish
Takeover Rules, including details of the dealing concerned and of the
person’s interests and short positions in any “relevant securities” of
Mural.
All “dealings” in “relevant securities” of Mural by a bidder, or by
any party Acting in Concert with a bidder, must also be disclosed by no later
than 12:00 noon (U.S. Eastern Time) on the “business day” following the
date of the relevant “dealing”.
If two or more persons co-operate on the basis of an agreement, either express
or tacit, either oral or written, to acquire an “interest” in “relevant
securities” of Mural, they will be deemed to be a single person for the
purpose of Rule 8.3(a) and (b) of the Irish Takeover Rules.
A disclosure table, giving details of the companies in whose “relevant
securities” dealing disclosures should be made, can be found on the Irish
Takeover Panel’s website at www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an
“interest” by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel’s website.
If you are in any doubt as to whether or not you are required to disclose a
“dealing” under Rule 8, please consult the Irish Takeover Panel’s
website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
No Profit Forecast or Merger Benefit Statement
No statement in this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be interpreted to
mean that earnings or earnings per share of Mural will, for the current or
future financial years or other periods, necessarily match or be greater or
lesser than those for the relevant preceding financial periods. No statement
in this Announcement constitutes an asset valuation or a quantified financial
benefits statement within the meaning of the Irish Takeover Rules.
Right to Switch to a Takeover Offer
XOMA Royalty reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and with the
consent of the Irish Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital of Mural
(other than any Mural Shares beneficially owned by XOMA Royalty or its
subsidiaries (if any)) as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms (subject to appropriate
amendments, including without limitation an acceptance condition set at 80% of
the shares to which such offer relates), so far as applicable, as those which
would apply to the Scheme.
If XOMA Royalty exercises its right to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme, subject to the provisions of
the Transaction Agreement and with the Irish Takeover Panel’s consent, such
Takeover Offer would be made in compliance with applicable U.S. Law and
regulations, including the tender offer rules under the Exchange Act. If a
Takeover Offer is commenced, additional information regarding such Takeover
Offer will be provided to Mural Shareholders at that time.
Publication on Website
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
Announcement will be available on XOMA Royalty’s website at
https://www.investors.xoma.com and Mural’s website at
https://ir.muraloncology.com/ by no later than 12:00 noon (U.S. Eastern Time)
on the business day following publication of this Announcement. Neither the
content of the websites referred to in this Announcement nor the content of
any other websites accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Requesting Hard Copy Information
Any Mural Shareholder may request a copy of this Announcement and / or any
information incorporated by reference into this Announcement in hard copy form
by directing a written request to Mural, Attn: Chief Legal Officer, Mural
Oncology plc, Ten Earlsfort Terrace, D02 T380, Dublin 2, Ireland or by phone
to 00 353 920 1000 or by contacting Investor Relations, via email at
ir@muraloncology.com.
Any written requests must include the identity of the Mural Shareholder and
any hard copy documents will be posted to the address of the Mural Shareholder
provided in the written request. If you have received this Announcement in
electronic form, a hard copy of this Announcement and / or any document or
information incorporated by reference into this Announcement will not be
provided unless such a request is made.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of the
Acquisition to persons who are not resident in Ireland or the United States.
Persons who are not resident in Ireland or the United States, or who are
subject to laws of any jurisdiction other than Ireland or the United States,
should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, Mural, XOMA Royalty and Sub disclaim any responsibility and
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with the laws
of Ireland and the Irish Takeover Rules and the information disclosed may not
be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside of Ireland.
The Acquisition will not be made available, directly or indirectly, in any
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
from within a Restricted Jurisdiction. No person may vote in favor of the
Acquisition by any use, means, instrumentality or facilities from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the Laws of that jurisdiction.
The release, publication or distribution of this Announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this Announcement and all other documents relating to
the Acquisition are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the Laws of that
jurisdiction. Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any such
jurisdiction. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable Law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality or facilities (including, without
limitation, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities from within any Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY
OR INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER
RULES
1. Introduction
Mural Oncology plc (Nasdaq: MURA) and XOMA Royalty Corporation (Nasdaq: XOMA)
today announced they have entered into a definitive agreement pursuant to
which Sub, a wholly-owned subsidiary of XOMA Royalty, has agreed to acquire
the entire issued and to be issued share capital of Mural for between $2.035
and $2.24 in cash per share, subject to the satisfaction of the closing
conditions set out in Appendix I of this Announcement. Following a strategic
review process, the Mural Board determined the acquisition and cash offer by
XOMA Royalty is in the best interests of all Mural Shareholders and have
approved the Acquisition. The Acquisition has also been approved by the boards
of directors of XOMA Royalty and Sub.
It is intended that the Acquisition will be implemented by means of a High
Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish
Companies Act (or, if Sub elects, subject to the terms of the Transaction
Agreement, compliance with the Irish Takeover Rules and with the consent of
the Irish Takeover Panel) a Takeover Offer. The Acquisition is expected to
close by the end of 2025, subject to the satisfaction of the Conditions, which
include (i) the approval by Mural Shareholders of the Scheme Meeting
Resolution and the Required EGM Resolutions; and (ii) the sanction of the
Scheme by the High Court.
2. Transaction Details
Under the terms of the Acquisition and subject to certain conditions, at
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 of Closing Net Cash on the
Closing Net Cash Date (the “Estimated Closing Net Cash”), and (ii) may
receive an additional cash amount of up to $0.205 per share (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 as set out in more detail below and in accordance
with the provisions of the transaction agreement entered into by and among
Mural, Sub and XOMA Royalty in respect of the Acquisition (the “Transaction
Agreement”), as appended at Appendix IV of this Announcement.
The Acquisition, excluding any amount that may be payable in respect of the
Additional Price Per Share, values the entire issued and to be issued share
capital of Mural at approximately $36.2 million.
Excluding any Additional Price Per Share which may be payable (as described in
more detail below), the Acquisition represents a:
* premium of approximately 13.1% to Mural’s closing share price of $1.80 on
August 19, 2025, being the Business Day immediately before the date on which
this Announcement has been released; and
* premium of approximately 97.6% to Mural’s undisturbed closing share price
of $1.03 on April 14, 2025 (being the last Business Day prior to the
announcement of the commencement of the strategic review by the Mural Board on
April 15, 2025).
The sources and bases of information contained in this Announcement to
calculate the implied value of the Acquisition are set out in Appendix III.
3. Consideration
Subject to satiscfaction of the Conditions, on closing of the Acquisition,
Mural Shareholders would receive between $2.035 and $2.24 in cash per share,
comprised of the Base Price Per Share of $2.035 and an Additional Price Per
Share which may be payable of up to $0.205.
The Base Price Per Share has been determined by XOMA Royalty and Sub based on
an estimated amount of Mural’s Closing Net Cash at the Closing Net Cash Date
of approximately $36.2 million. Subject to satisfaction of the Conditions and
closing of the Acquisition, Mural Shareholders would receive the Base Price
Per Share regardless of whether the actual quantum of Mural’s Closing Net
Cash on the Closing Net Cash Date exceeds, is equal to or is less than the
Estimated Closing Net Cash.
The Additional Price Per Share would be calculated on the basis of the amount
by which Mural’s Closing Net Cash as of the Closing Net Cash Date as
determined between XOMA Royalty, Sub and Mural in accordance with the
provisions of clause 2.4 of the Transaction Agreement exceeds the Estimated
Closing Net Cash (the “Excess Cash”). The Additional Price Per Share is
intended to return any Excess Cash to Mural Shareholders, subject to a cap of
a maximum amount of $0.205 per share. As a result, the Additional Price Per
Share will only be payable to Mural Shareholders on closing of the Acquisition
if Mural’s Closing Net Cash on the Closing Net Cash Date exceeds the
Estimated Closing Net Cash.
There is no certainty that Mural’s Closing Net Cash on the Closing Net Cash
Date will exceed the Estimated Closing Net Cash and, if Mural’s Closing Net
Cash on the Closing Net Cash Date does not exceed its Estimated Closing Net
Cash, the amount of the Additional Price Per Share will be zero and each Mural
Shareholder would receive only the Base Price Per Share.
Closing Net Cash, for this purpose, means, without duplication, (i) the sum of
Mural’s cash and cash equivalents and marketable securities as of the
Closing Net Cash Date, determined in accordance with U.S. GAAP, applied on a
basis consistent with Mural’s application thereof in Mural’s consolidated
financial statements plus (ii) the prepaid expenses, receivables and deposits
of Mural set forth on Schedule 4 of the Transaction Agreement, minus (iii) the
sum of Mural’s consolidated short-term and long-term contractual obligations
and monetary liabilities (including Indebtedness) accrued or incurred by Mural
as of the Closing Net Cash Date, minus (iv) the Transaction Expenses, minus
(v) the Estimated Post-Closing Costs, minus (vi) $5.5 million, each in a
manner consistent with Appendix 1 to the Mural Disclosure Schedule.
Closing Net Cash Date means immediately prior to the Effective Time on the
Effective Date.
It is expected that confirmation of the Additional Price Per Share will be
communicated to Mural Shareholders by separate announcement prior to the date
of the Court Hearing.
The Additional Price Per Share calculated in accordance with the terms of the
Transaction Agreement shall be rounded to four decimal places.
4. Background to and Reasons for the Acquisition
4.1. Background to the Strategic Review
Mural is a biotechnology company focused on using its protein engineering
platform to develop cytokine-based immunotherapies for the treatment of cancer
with the goal of delivering meaningful and clinical benefits to people living
with cancer.
On March 25, 2025 Mural announced that, based on the interim analysis of
results, its Phase 3 ARTISTRY-7 trial of nemvaleukin alfa (“nemvaleukin”)
in combination with pembrolizumab did not achieve its primary endpoint of a
statistically significant improvement in overall survival versus
investigator’s choice chemotherapy. Mural also announced that ARTISTRY-7
would not continue to final analysis and Mural would cease development of
nemvaleukin for platinum resistant ovarian cancer. On April 15, 2025, Mural
announced that following review of data from its Phase 2 ARTISTRY-6 trial of
nemvaleukin in mucosal and cutaneous melanoma and the previously announced
results from the ARTISTRY-7 trial, it was discontinuing all clinical
development of nemvaleukin and planned to immediately commence an exploration
of strategic alternative focused on maximizing shareholder value (the
“Strategic Review”).
Mural has engaged Lucid Capital Markets, LLC to act as its financial adviser
in connection with the Strategic Review.
As part of the Strategic Review, the Mural Board considered a range of options
available to maximize shareholder value, including, but not limited to, a
liquidation of the Mural Group.
During the Strategic Review, the Mural Board received non-binding approaches
from a number of counterparties potentially interested in entering into a
transaction with Mural. Interested parties who were considered by the Mural
Board (as advised by Lucid), to be capable of making and executing a
transaction with Mural were granted access to preliminary diligence
information, subject to prior entry into an appropriate confidential
disclosure agreement.
On August 4, 2025, Mural issued a press release announcing its financial
results for the three months ended June 30, 2025 (the “Q2 2025 Results”),
which was furnished on a Form 8-K with the SEC on the same date. The Q2 2025
Results included the Mural Board’s estimate that, if Mural has not
consummated a transaction or other strategic alternative by December 31, 2025,
its cash and cash equivalents as of such date will total approximately $43 to
$48 million. That estimate reflected anticipated costs to be incurred in
connection with finalization of the discontinuation of Mural’s remaining
activities and expected residual operating expenses (e.g. lease expense,
salary and benefits for remaining employees, insurance costs). This cash
guidance was subject to a number of assumptions and does not account for
anticipated costs and expenses to be incurred by Mural in connection with
closing of the Acquisition. The full text of Mural’s announcement of the Q2
2025 Results is available on Mural’s website
(https://ir.muraloncology.com/).
4.2. Assessment of Mural’s other Strategic Options
As part of the Strategic Review, the Mural Board, with the assistance of
Lucid, considered a range of strategic options, against which all non-binding
approaches received by the Mural Board were assessed. The Strategic Review
included a review of the following alternative options, which were assessed by
reference to the Mural Board’s primary objective of maximizing value for
shareholders:
* Reverse takeover opportunities * The Mural Board and Lucid assessed the
terms of a wide range of proposals for reverse takeovers and concluded that,
based on the information available, each of the opportunities presented
significant execution risk and none were likely to present Mural Shareholders
with a superior value proposition to a cash offer to acquire Mural.
* Voluntary liquidation * The Mural Board evaluated the merits of a voluntary
liquidation but considers that a liquidation of Mural is likely to be a
protracted process under which all residual cash is unlikely to be returned to
shareholders for a number of years.
* As a voluntary liquidation is likely to involve significant delays in
returning all residual cash of Mural to its shareholders, the Mural Board is
of the view that a voluntary liquidation is not currently in the best
interests of Mural Shareholders relative to the Acquisition which, subject to
the satisfaction of the Conditions, is expected to close by the end of 2025.
4.3. Conclusions of the Strategic Review and Mural Board recommendation
On 9 June 2025, the Mural Board received a non-binding cash proposal from XOMA
Royalty to acquire the entire issued and to be issued share capital of Mural.
Following a period of negotiation, Mural has entered into the Transaction
Agreement with XOMA Royalty and Sub for implementation of the Acquisition.
The Mural Board has concluded that the Acquisition is in the best interests of
Mural Shareholders. In recommending the Acquisition, the Mural Board has
considered a range of factors, including the following:
* that an alternative form of transaction, such as a reverse takeover,
presents additional execution risk and is unlikely to result in a superior
value proposition for Mural Shareholders;
* that the Acquisition represents the most effective route to deliver a timely
return of value for Mural Shareholders, relative to a potentially protracted
process for a voluntary liquidation of Mural;
* that the Acquisition provides a route for Mural Shareholders to realise
their investment in cash relative to any alternative; and
* the terms of the non-binding letters of interest to acquire Mural for cash
from both trade and financial buyers as part of the Strategic Review following
a comprehensive process, and the Mural Board’s evaluation of those terms,
including the financial terms, conditions to such letters of interest, and the
counterparty’s ability to execute a transaction on such terms.
Further detail in respect of the background and reasons for recommending the
Acquisition will be included in the Proxy Statement (which will include the
Scheme Document).
4.4. Recommendation of the Mural Board
Having taken into account the relevant factors and applicable risks, the Mural
Board, which has been so advised by Lucid, as financial adviser and Rule 3
Adviser to Mural, as to the financial terms of the Acquisition, considers the
terms of the Acquisition as set out in this Announcement to be fair and
reasonable. Accordingly, the Mural Board intends to recommend that Mural
Shareholders vote in favor of the Acquisition and all of the Resolutions.
5. Irrevocable Commitments
Each Mural Director has given an irrevocable undertaking to XOMA Royalty and
Sub to vote (or procure the voting) in favor of each of the Scheme Meeting
Resolution and the Required EGM Resolutions in respect of the following number
of Mural Shares:
Name Number of Mural Shares held % of Mural’s issued share capital at close of business on latest practicable date Number of Mural options held* Number of Mural RSUs
Benjamin Hickey - - 32,120 -
Caroline Loew 72,911 0.42% 603,940 220,148
Francis Cuss - - 32,120 -
George Golumbeski - - 23,971 -
Sachiyo Minegishi - - 23,972 -
Scott Jackson - - 32,120 -
(* All options to acquire Mural Shares held by the Mural Directors have a
strike price above the maximum Consideration payable pursuant to the
Acquisition and will be cancelled without the right to receive any
Consideration in accordance with the terms of the Transaction Agreement.)
These irrevocable undertakings also extend to any other Mural Shares issued
after the date of this Announcement that are attributable to or derived from
the Mural Shares listed above and any other Mural Shares of which the Mural
Director may become the beneficial owner (whether on the conversion of any
Mural Options held by the Mural Director or otherwise).
These irrevocable undertakings remain binding in the event that a higher
competing offer is made for Mural and will cease to be binding only if:
* the Scheme becomes effective; or
* the Transacton Agreement is validly terminated pursuant to its terms.
6. Information on XOMA Royalty and Sub
XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role
in helping biotech companies achieve their goal of improving human health.
XOMA Royalty acquires the potential future economics associated with
pre-commercial and commercial therapeutic candidates that have been licensed
to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the
future economics, the seller receives non-dilutive, non-recourse funding they
can use to advance their internal drug candidate(s) or for general corporate
purposes. XOMA Royalty has an extensive and growing portfolio of assets (asset
defined as the right to receive potential future economics associated with the
advancement of an underlying therapeutic candidate).
XOMA Royalty has its corporate headquarters in Emeryville, California. For
more information, visit XOMA Royalty’s website at www.xoma.com.
Sub is a Delaware corporation established for the sole purpose of implementing
the Acquisition. As of the date of this Announcement, the entire issued and
outstanding shares of capital stock of Sub are directly owned by XOMA Royalty.
7. Information on Mural
Mural Oncology plc is a biotechnology company focused on using its protein
engineering platform to develop cytokine-based immunotherapies for the
treatment of cancer with the goal of delivering meaningful and clinical
benefits to people living with cancer.
On March 25, 2025, Mural announced that, based on the interim analysis of
results, its Phase 3 ARTISTRY-7 trial of nemvaleukin alfa (“nemvaleukin”)
in combination with pembrolizumab did not achieve its primary endpoint of a
statistically significant improvement in overall survival versus
investigator’s choice chemotherapy. Mural also announced that ARTISTRY-7
would not continue to final analysis and Mural would cease development of
nemvaleukin for platinum resistant ovarian cancer. On April 15, 2025, Mural
announced that following review of data from its Phase 2 ARTISTRY-6 trial of
nemvaleukin in mucosal and cutaneous melanoma and the previously announced
results from the ARTISTRY-7 trial, Mural was discontinuing all clinical
development of nemvaleukin and planned to immediately commence an exploration
of strategic alternatives focused on maximizing shareholder value.
Mural has its registered office in Dublin, Ireland, and its primary facilities
in Waltham, Mass. For more information, visit Mural’s website
at www.muraloncology.com.
8. Structure of the Acquisition
Scheme
It is intended that, subject to satisfaction of the Conditions, the
Acquisition will be implemented by means of a High Court-sanctioned scheme of
arrangement between Mural and Mural Shareholders under Chapter 1 of Part 9
of the Irish Companies Act, pursuant to which Sub will acquire the entire
issued and to be issued share capital of Mural and Sub will pay the
Consideration to the relevant Mural Shareholders. Under the terms of the
Transaction Agreement, at the close of the Acquisition, Mural will become a
wholly-owned subsidiary of Sub.
To become effective, the Scheme requires, among other things, the approval of:
(i) the Scheme Meeting Resolution by a majority in number of each class of
Mural Shareholders (including as may be directed by the High Court pursuant to
Section 450(5) of the Irish Companies Act) present and voting either in person
or by proxy at the Scheme Meeting (or at any adjournment or postponement of
such meeting) representing, at the Voting Record Time, at least three fourths
(75%) in value of the Mural Shares held by such Mural Shareholders; and (ii)
the Required EGM Resolutions being duly passed by Mural Shareholders at the
EGM (or any adjournment or postponement thereof).
Application to the High Court to sanction the Scheme
Subject to the Scheme Meeting Resolution and the Required EGM Resolutions
being duly passed by the requisite majorities of Mural Shareholders and the
other Conditions being satisfied or (where applicable) waived, an application
will be made to the High Court to sanction the Scheme under the Irish
Companies Act.
Subject to the sanction of the High Court, the Scheme will become Effective in
accordance with its terms on delivery of a copy of the Court Order to the
Registrar of Companies. Upon the Scheme becoming Effective, it will become
binding on all Mural Shareholders, irrespective of whether or not they
attended or voted at the Scheme Meeting or Extraordinary General Meeting, or
whether they voted in favor of or against the Scheme.
Full details of the Scheme to be set out in the Scheme Document
The Transaction Agreement is governed by the laws of the State of Delaware
save that, to the extent required by the laws of Ireland, the Acquisition and
the Scheme and matters related thereto (including matters related to the Irish
Takeover Rules) shall be governed by, and construed in accordance with, the
laws of Ireland. The interpretation of the duties of directors of Mural shall
also be governed by, and construed in accordance with, the laws of Ireland.
The Acquisition is subject to, inter alia, the satisfaction or waiver (as
applicable) of the Conditions set out in Appendix I to this Announcement and
to the full terms and conditions which will be set out in the Proxy Statement
(which will contain the Scheme Document).
Conditions to the Acquisition
The Acquisition shall be subject to the satisfaction or, where applicable,
waiver of the Conditions set out in Appendix I of this Announcement and to be
set out in the Scheme Document.
Scheme timetable and further information
It is expected that the Proxy Statement (which will contain the Scheme
Document), containing further information about the Acquisition and notices of
the Scheme Meeting and the EGM, will be published as soon as reasonably
practicable after this Announcement.
It is anticipated that the Scheme will, subject to satisfaction of the
Conditions, be declared effective in the fourth quarter of 2025.
9. Effect of the Scheme on Mural Share Plans
In accordance with Rule 15 of the Irish Takeover Rules, Sub will make
appropriate proposals to participants in Mural Share Plans in relation to the
Mural Share Awards. Participants will be contacted separately, at or as soon
as possible after the time of publication of the Scheme Document, regarding
the effect of the Acquisition on the Mural Share Awards under the Mural Share
Plans and the relevant details will be summarised in the Scheme Document.
10. Financing of the Acquisition
The Consideration payable under the terms of the Acquisition will be funded by
XOMA Royalty’s existing cash and cash equivalent resources.
In accordance with Rule 2.7(d) of the Irish Takeover Rules, Davy Corporate
Finance, as financial adviser to XOMA Royalty, is satisfied that sufficient
resources are available to Sub to satisfy in full the Consideration payable to
relevant Mural Shareholders under the terms of the Acquisition.
11. XOMA Royalty’s intention for the Mural business, management, employees,
operations and governance
After careful review of Mural’s historical financial performance and
projected standalone results, XOMA Royalty has determined that the long-term
interests of its stockholders are best served by executing an orderly
wind-down of substantially all of Mural’s legacy operations promptly
following the closing of the Transactions. Certain subsidiaries of Mural may
be retained temporarily to hold residual contractual rights, intellectual
property or contingent liabilities during the wind-down period; however, once
such matters are resolved or assigned, those entities are likewise expected to
be dissolved. XOMA Royalty’s plans also include consolidating all remaining
corporate functions of Mural into XOMA Royalty’s existing corporate
functions. Mural’s existing corporate lease will be assigned, sub-leased or
terminated in accordance with its terms in the ordinary course following the
effective time of the Transactions.Pursuant to the terms of the Transaction
Agreement, XOMA Royalty has not given any assurances in relation to the
continuation of any existing compensation and employment benefit arrangements
of Mural’s employees following the Acquisition, except in certain limited
circumstances. XOMA Royalty may seek to engage a limited number of Mural
employees on a consulting basis solely to the extent necessary or helpful in
connection with the wind-down of Mural’s legacy operations.
XOMA Royalty currently expects to redeploy, monetize or otherwise dispose of
substantially all of Mural’s legacy tangible or intangible assets on
commercially reasonable terms. Mural previously conducted an extensive
business development process in an effort to out-license or otherwise dispose
of its legacy assets and concluded that the market opportunity for such a
transacton is limited. Even if market conditions were to change, there would
still be significant uncertainty regarding XOMA Royalty’s ability to attract
a potential acquirer for Mural’s legacy assets and, even if XOMA Royalty was
to be successful in negotiating transaction terms with a potential acquirer of
Mural’s legacy assets, whether any potential acquirer of Mural’s legacy
assets would be able to: (i) initiate and complete successful nonclinical
studies and clinical trials for any product related to or based upon Mural’s
legacy assets, (ii) conduct sufficient clinical trials or other studies to
support the approval and commercialization of any product related to Mural’s
legacy assets, (iii) demonstrate to the satisfaction of the U.S.
Food and Drug Administration and similar foreign regulatory authorities the
safety and efficacy and acceptable risk-to-benefit profile of any product
related to Mural’s legacy assets, (iv) seek and obtain regulatory marketing
approvals for any product related to Mural’s legacy assets, (v) establish
and maintain supply and manufacturing relationships with third parties to
ensure adequate and legally compliant manufacturing of bulk drug substances
and drug products to maintain that supply, (vi) launch and commercialize any
product candidates that were to obtain marketing approval and, if launched,
successfully establish a sales, marketing and distribution infrastructure,
(vii) demonstrate the necessary safety data post-approval to ensure continued
regulatory approval, (viii) demonstrate the actual and perceived benefits of
any product related to Mural’s legacy assets, if approved, relative to
existing and future alternative therapies based upon availability, cost, risk
and safety profile, drug-drug interactions, ease of administration, side
effects and efficacy, (ix) obtain coverage and adequate product reimbursement
from third-party payors, including government payors, (x) achieve market
acceptance for any approved products, (xi) address any competing technological
and market developments, (xii) negotiate favorable terms in any collaboration,
licensing or other arrangements into which such acquirer may enter in the
future and perform its obligations under such collaborations, (xiii)
establish, maintain, protect and enforce intellectual property rights related
to Mural’s legacy assets and (xiv) attract, hire and retain qualified
personnel, among other unknowns.
In connection with the Transactions, the Mural Shares will be delisted from
the Nasdaq and deregistered under the Exchange Act. Consequently, no public
trading market for the Mural’s Shares will exist following the effective
time of the delisting.
12. Transaction Agreement
Mural, XOMA Royalty and Sub have entered into the Transaction Agreement, dated
August 20, 2025, which contains certain obligations and commitments in
relation to the implementation of the Acquisition, including provisions in
relation to the conduct of Mural’s business between the date of this
Announcement and the Effective Date. A copy of the Transaction Agreement is
appended to this Announcement at Appendix IV and a summary of the principal
terms of the Transaction Agreement will be set out in the Proxy Statement
(which will include the Scheme Document).
The Transaction Agreement contains customary provisions restricting Mural from
soliciting alternative acquisitions. The Transaction Agreement provides that
if the Mural Board has determined in good faith (after consultation with its
outside legal counsel and financial advisers) that a Mural Alternative
Proposal constitutes a Mural Superior Proposal and a failure to make a Mural
Change of Recommendation would be inconsistent with the Mural Directors’
fiduciary duties under applicable Law, then Mural will notify XOMA Royalty of
the Mural Superior Proposal and, for a period of four days from delivery of
such notice (subject to extension in certain circumstances where material
revisions are made to the financial terms or other material terms and
conditions of the relevant Mural Alternative Proposal giving rise to the Mural
Superior Proposal) afford XOMA Royalty an opportunity to discuss in good faith
with XOMA Royalty the terms and conditions of the Transaction Agreement and
the Transactions, including an increase in, or modification of, the
Consideration, and such other terms and conditions such that the relevant
Mural Alternative Proposal no longer constitutes a Mural Superior Proposal.
The Mural Board will be permitted under the terms of the Transaction Agreement
to make a Mural Change of Recommendation in these circumstances only if after
taking such steps, the Mural Board determines in good faith (after
consultation with its outside legal counsel and financial advisers) that the
relevant Mural Alternative Proposal continues to constitute a Mural Superior
Proposal, taking into account all changes proposed in writing by XOMA Royalty,
and the Mural Board provides a further written notice to XOMA Royalty to such
effect.
The Transaction Agreement further includes provisions pursuant to which Mural
has agreed to reimburse XOMA Royalty in certain circumstances set out below
for an amount equal to all documented, specific, quantifiable third party
costs and expenses incurred, directly or indirectly, by XOMA Royalty, Sub or
any of their respective Subsidiaries, or on their behalf, for the purposes of,
in preparation for, or in connection with the Acquisition, including third
party costs and expenses incurred in connection with exploratory work carried
out in contemplation of and in connection with the Acquisition, legal,
financial and commercial due diligence, the arrangement of financing and the
engagement of third party representatives to assist in the process (the
“Expenses Reimbursement Provisions”). The gross amount payable by Mural to
XOMA Royalty for such reimbursement shall not, in any event, exceed 1% of the
aggregate value of the Consideration payable with respect to the Mural Shares
in connection with the Acquisition or, if the Additional Price Per Share has
not been determined in accordance with the terms of the Transaction Agreement
at such time, the aggregate value of the Base Price Per Share payable with
respect to the Mural Shares in connection with the Acquisition (excluding, in
each case, any interest in such share capital held by XOMA Royalty or any
Concert Parties of XOMA Royalty).
If the Transaction Agreement is terminated pursuant to its terms, XOMA
Royalty’s receipt of such Reimbursement Amount (to the extent owed by Mural
pursuant to the Transaction Agreement) will be the sole and exclusive remedy
of XOMA Royalty, Sub and the XOMA Royalty Related Parties against any of the
Mural Related Parties, including for any failure to consummate the
Transactions or any claims or actions under applicable Laws arising out of any
breach, termination or failure.
The amount payable by Mural to XOMA Royalty under the Expenses Reimbursement
Provisions will exclude any amounts in respect of VAT incurred by XOMA Royalty
or Sub attributable to such third party costs other than irrecoverable VAT
incurred by XOMA Royalty or Sub.
The circumstances in which such payment will be made by Mural are, if the
Transaction Agreement is terminated:
a) by XOMA Royalty pursuant to a Change of Recommendation Termination; or
b) by Mural pursuant to a Superior Proposal Termination; or
c) all of the following occur:
i. the Transaction Agreement is terminated (x) by XOMA Royalty pursuant to a
Mural Breach Termination as a result of a material breach or failure to
perform any covenant or agreement in the Transaction Agreement described in
Clause 9.1(a)(iii)(A) of the Transaction Agreement that first occurred
following the making of a Mural Alternative Proposal of the type referred to
in Clause 9.2(b)(iii)(B) of the Transaction Agreement or (y) by XOMA Royalty
or Mural pursuant to a Non-Approval Termination but if such termination is by
Mural at such time XOMA Royalty would be permitted to terminate the
Transaction Agreement; and
ii. prior to the Scheme Meeting, a Mural Alternative Proposal was publicly
disclosed or announced and not withdrawn (or, in the case of a Mural Breach
Termination as a result of a material breach or failure to perform any
covenant or agreement in the Transaction Agreement, was made publicly or
privately to the Mural Board), or any person shall have publicly announced an
intention (whether or not conditional) to make a Mural Alternative Proposal
that has not been withdrawn (it being understood that, for purposes of Clause
9.2(b)(iii)(B) of the Transaction Agreement, each reference to “20%” in
the definition of Mural Alternative Proposal shall be deemed to refer to
“50%”); and
iii. (x) a Mural Alternative Proposal is consummated within 12 months after
such termination, or (y) a definitive agreement providing for a Mural
Alternative Proposal is entered into within 12 months after such termination
and is subsequently consummated.
Lucid, as Rule 3 Adviser to Mural, and Mural have confirmed in writing to the
Irish Takeover Panel that, in the opinion of Lucid and Mural (respectively),
in the context of the note to Rule 21.2 of the Irish Takeover Rules and the
Acquisition, the Expenses Reimbursement Provisions are in the best interests
of Mural Shareholders. The Irish Takeover Panel has consented to Mural
entering into the Expenses Reimbursement Provisions.
13. Confidentiality Agreement
Mural and XOMA Royalty entered into a Confidentiality Agreement on May 29,
2025, pursuant to which Mural and XOMA Royalty have undertaken, amongst other
things, to: (a) keep confidential information relating to the Acquisition and
not to disclose it to third parties (other than certain permitted parties)
unless required by Law or regulation; and (b) use the confidential information
for the sole purpose of evaluating and participating in discussions regarding
the Acquisition. The agreement also includes standstill provisions, pursuant
to which XOMA Royalty has agreed to certain restrictions in respect of
acquisitions of Mural Shares, solicitation or engagement in respect of
competing transactions, subject to customary standstill termination
provisions, for a period of eighteen months.
14. Delisting and Cancellation of Trading of Mural Shares
It is intended that, subject to and following the Scheme becoming Effective,
and subject to applicable requirements of the Nasdaq, the Mural Shares will be
delisted from the Nasdaq and deregistered under the Exchange Act as promptly
as practicable following the Effective Time.
In connection with the Transaction or as soon as is reasonably practicable
following the Effective Date, it is intended that Mural will be re-registered
as a private company limited by shares or, if legally permitted, XOMA Royalty
will seek to implement a court-approved reduction of capital.
15. Interests and Short Positions in Mural
As at the close of business on August 19, 2025 (being the latest practicable
date prior to the release of this Announcement), neither XOMA Royalty, Sub
nor, so far as XOMA Royalty and Sub is aware, any person Acting in Concert
with XOMA Royalty or Sub:
(a) had an interest in relevant securities of Mural;
(b) had any short position in relevant securities of Mural;
(c) had received an irrevocable commitment or letter of intent to accept the
terms of the Acquisition in respect of relevant securities of Mural other than
as described in this Announcement; or
(d) had borrowed or lent any Mural Shares.
Furthermore, no arrangement to which Rule 8.7 of the Irish Takeover Rules
applies exists between XOMA Royalty, Sub or Mural or a person Acting in
Concert with XOMA Royalty, Sub or Mural in relation to Mural Shares. For these
purposes, an “arrangement to which Rule 8.7 of the Irish Takeover Rules
applies” includes any indemnity or option arrangement, and any agreement or
understanding, formal or informal, of whatever nature, between two or more
persons relating to relevant securities which is or may be an inducement to
one or more of such persons to deal or refrain from dealing in such
securities.
In the interests of confidentiality, XOMA Royalty and Sub have made only
limited enquiries in respect of certain parties who may be deemed by the Irish
Takeover Panel to be Acting in Concert with it for the purposes of the
Acquisition. Further enquiries will be made to the extent necessary as soon as
practicable following the date of this Announcement and any disclosure in
respect of such parties will be included in the Scheme Document.
16. Tax
Each holder of Mural Shares is advised to consult his, her or its independent
professional adviser regarding the tax consequences of the Acquisition.
17. Documents
Copies of the following documents will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions,
promptly on XOMA Royalty’s website (https://investors.xoma.com/) and on
Mural’s website (https://ir.muraloncology.com/) by no later than 12:00 noon
(U.S. Eastern Time) on the Business Day following this Announcement:
(a) this Announcement;
(b) the Confidentiality Agreement;
(c) the Transaction Agreement; and
(d) the irrevocable undertakings referred to in paragraph 5 above.
Neither the content of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks on any such website are
incorporated into or form part of this Announcement.
18. Derogation from Rule 24.1(b) as amended by Section 3(7) of Appendix 4 of
the Irish Takeover Rules
Rule 24.1(b) as amended by Section 3(7) of Appendix 4 of the Irish Takeover
Rules requires that, except with the consent of the Irish Takeover Panel, and
subject to Rule 2.11 of the Irish Takeover Rules, Mural must send the Scheme
Document to Mural Shareholders within 28 days of the announcement of a firm
intention to make an offer, being this Announcement.
On August 14, 2025 the Irish Takeover Panel agreed to grant its consent to the
derogation from Rule 24.1(b) as amended by Section 3 (7) of Appendix 4 of the
Irish Takeover Rules.
Mural is required to file the Proxy Statement (which will also include the
Scheme Document) with the SEC in connection with the Scheme. The preparation
of the Proxy Statement may take more than 28 days as the SEC may elect to
review the Proxy Statement. This review process will take no fewer than 10
days and may take a longer time to complete. Under SEC rules, the Proxy
Statement may not be mailed to Mural Shareholders until such review is
complete. The Irish Takeover Panel granted the derogation on the basis that
the Scheme Document cannot be sent until the SEC’s review of the Proxy
Statement is completed. The Proxy Statement (which will also contain the
Scheme Document) will be mailed to Mural Shareholders as soon as practicable
after a definitive Proxy Statement is filed with the SEC.
19. Rule 2.7(b)(xv) Statement
XOMA Royalty will have the right to reduce the Consideration by the amount of
any dividend (or other distribution) which is paid or becomes payable by Mural
to Mural Shareholders in addition to the Consideration.
20. General
The Acquisition and the Scheme will be made subject to the Conditions and the
further terms to be set out in the Scheme Document. The Scheme Document will
include full details of the Acquisition and will be accompanied by the
appropriate notices of the Scheme Meeting and separate EGM required to approve
the Resolutions and forms of proxy.
Lucid and Davy Corporate Finance have each given and not withdrawn their
consent to the publication of this Announcement with the inclusion herein of
the references to their names in the form and context in which they appear.
Appendix I of this Announcement contains the Conditions of the Acquisition
and the Scheme. Appendix II of this Announcement contains definitions of
certain terms used in this Announcement. Appendix III of this Announcement
contains further details of the sources of information and bases of
calculations set out in this Announcement. Appendix IV of this Announcement
contains a copy of the Transaction Agreement.
Any response in relation to the Acquisition should be made only on the basis
of the information contained in the Scheme Document or any document by which
the Acquisition and the Scheme are made. Mural Shareholders are advised to
carefully read the formal documentation in relation to the Acquisition,
including the Scheme Document and the Proxy Statement.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your appropriately authorised independent financial
adviser.
Enquiries
Mural Oncology plc ir@muraloncology.com
Lucid Capital Markets, LLC (Financial Adviser to Mural) 570 Lexington Ave, 40 (th)Floor New York, NY 10022
XOMA Royalty Investor Contact XOMA Royalty Media Contact Kathy Vincent KV Consukathy@kathyvincent.comting & Management
Juliane Snowden
XOMA Royalty Corporation
juliane.snowden@xoma.com
Davy Corporate Finance (Financial Adviser to XOMA Royalty) 49 Dawson Street Dublin D02 PY05 Ireland
Statements required by the Irish Takeover Rules
The Sub board of directors and XOMA Royalty board of directors accept
responsibility for the information contained in this Announcement other than
that relating to Mural, the Mural Group and the Mural Directors and members of
their immediate families, related trusts and persons connected with them. To
the best of the knowledge and belief of the Sub board of directors and XOMA
Royalty board of directors (who, in each case, have taken all reasonable care
to ensure that this is the case), the information contained in this
Announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
The Mural Directors accept responsibility for the information contained in
this Announcement relating to Mural, the Mural Group and the Mural Directors
and members of their immediate families, related trusts and persons connected
with them. To the best of the knowledge and belief of the Mural Directors
(who, in each case, have taken all reasonable care to ensure such is the
case), the information contained in this Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Lucid, which is authorized and regulated by the SEC and the Financial Industry
Regulatory Authority (“FINRA”) in the United States, is acting as
financial adviser exclusively for Mural and for no one else in connection with
the subject matter of this Announcement and will not regard any other person
as its client in relation to the matters in this Announcement and will not be
responsible to anyone other than Mural for providing the protections afforded
to clients of Lucid or its affiliates, nor for providing advice in relation to
any matter referred to in this Announcement. Neither Lucid nor any of its
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Lucid in relation to the matters in this Announcement, any statement
or other matter or arrangement referred to herein or otherwise.
Davy Corporate Finance, which is authorized and regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for XOMA Royalty and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than XOMA Royalty for providing the
protections afforded to clients of Davy Corporate Finance or for providing
advice in connection with the matters referred to in this Announcement.
Wilmer Cutler Pickering Hale and Dorr LLP and Arthur Cox LLP are acting as
legal advisers on U.S. and Irish law matters respectively to Mural and Gibson,
Dunn & Crutcher LLP and Mason Hayes & Curran LLP are acting as legal advisers
on U.S. and Irish law matters respectively to XOMA Royalty and Sub.
No Offer or Solicitation
This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any recommendation or offer, invitation
or the solicitation of an offer to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities or the solicitation of any proxy,
vote or approval in any jurisdiction, whether pursuant to this Announcement or
otherwise. The distribution of this Announcement in jurisdictions outside
Ireland or the United States may be restricted by law and therefore persons
into whose possession this Announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the restrictions
may constitute a violation of the securities law of any such jurisdiction.
The Acquisition will be made solely by means of the Scheme Document (or, if
applicable, the Takeover Offer Documents), which will contain the full terms
and conditions of the Acquisition, including details of how Mural Shareholders
may vote in respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition, should be made only on the basis of the
information contained in the Scheme Document (or, if applicable, the Takeover
Offer Documents).
This Announcement does not constitute a prospectus or a prospectus equivalent
document.
Important Additional Information will be Filed with the SEC
In connection with the Acquisition, Mural intends to file with the SEC a Proxy
Statement relating to the Scheme Meeting and the EGM (which will include the
Scheme Document). The definitive Proxy Statement will be sent to Mural
Shareholders as of the record date(s) to be established for voting at the
Scheme Meeting and EGM. This Announcement is not a substitute for the Proxy
Statement or any other document that Mural may file with the SEC or send to
its shareholders in connection with the Acquisition. BEFORE MAKING ANY VOTING
DECISION, HOLDERS OF MURAL SHARES ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH
THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN,
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME
AND RELATED MATTERS.
Any vote in respect of the Scheme Meeting Resolution or the EGM Resolutions to
approve the Acquisition, the Scheme or related matters, or other responses in
relation to the Acquisition, should be made only on the basis of the
information contained in the Proxy Statement (including the Scheme Document).
The Proxy Statement, if and when filed, as well as Mural’s other public
filings with the SEC, may be obtained without charge at the SEC’s website at
www.sec.gov and at Mural’s website at https://ir.muraloncology.com/.
Mural Shareholders will also be able to obtain, without charge, a copy of the
Proxy Statement (including the Scheme Document) and other relevant documents
(when available) by directing a written request to Mural, Attn: Chief Legal
Officer, Mural Oncology plc, Ten Earlsfort Terrace, D02 T380, Dublin 2,
Ireland or by phone to 00 353 920 1000 or by contacting Investor Relations,
via email at ir@muraloncology.com.
Participants in the Solicitation
Mural and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from Mural
Shareholders in connection with the Acquisition and any other matters to be
voted on at the Scheme Meeting or the EGM. Information about the directors and
executive officers of Mural, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in
Mural’s definitive proxy statement on Schedule 14A for its 2025 annual
general meeting of shareholders, dated and filed with the SEC on April 28,
2025. Other information regarding the persons who may, under the rules of the
SEC, be deemed to be participants in the solicitation of Mural Shareholders,
including a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement (which will
contain the Scheme Document) related to the Acquisition and other relevant
materials to be filed with the SEC in connection with the Acquisition. You may
obtain free copies of these documents using the sources indicated above.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this Announcement regarding matters that are not
historical facts are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to Mural,
XOMA Royalty and Sub. Forward-looking statements are intended to be identified
by words such as “anticipate”, “target”, “expect”, “estimate”,
“intend”, “plan”, “believe”, “will”, “may”, “would”,
“could” or “should” or other words of similar meaning or the negative
thereof. Forward-looking statements include but are not limited to statements
regarding Mural, XOMA Royalty and Sub’s intention to consummate the
Acquisition, the approval of the Acquisition by Mural Shareholders, the
payment of any Additional Price Per Share to Mural Shareholders, and the
expected timing of the closing of the Acquisition.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results to be
materially different from those expressed or implied by such forward-looking
statements. Risks and uncertainties that may cause actual results to differ
from expectations include: uncertainties as to the timing and completion of
the Scheme Meeting and EGM; uncertainties as to the approval by Mural
Shareholders of the Scheme Meeting Resolution or the Required EGM Resolutions;
the possibility that closing conditions for the Acquisition may not be
satisfied or waived, including the failure to receive sanction of the Scheme
by the High Court; risks that ongoing costs to Mural will result in Mural’s
Closing Net Cash on the Closing Net Cash Date not exceeding the Estimated
Closing Net Cash, which will mean that no Additional Price Per Share is paid
to Mural Shareholders; the other risks and uncertainties pertaining to
Mural’s business, including those described in Mural’s most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, as
well as Mural’s subsequent filings with the SEC, including the Proxy
Statement; and the other risks and uncertainties pertaining to XOMA
Royalty’s business, including those described in more detail in XOMA
Royalty’s most recent filing on Form 10-Q and other filings with the SEC.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All subsequent oral or
written forward-looking statements attributable to Mural, XOMA Royalty orSub
or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
None of Mural, XOMA Royalty or Sub undertake any obligation to update or
revise the forward-looking statements contained in this Announcement, whether
as a result of new information, future events or otherwise, except to the
extent legally required.
Disclosure Requirements of the Irish Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes,
“interested” (directly or indirectly) in 1% or more of any class of
“relevant securities” of Mural must disclose all “dealings” in such
“relevant securities” during the “offer period”. The disclosure of a
“dealing” in “relevant securities” by a person to whom Rule 8.3(b)
applies must be made by no later than 3:30 pm (U.S. Eastern Time) on the
“business day” following the date of the relevant “dealing”. A dealing
disclosure must contain the details specified in Rule 8.6(b) of the Irish
Takeover Rules, including details of the dealing concerned and of the
person’s interests and short positions in any “relevant securities” of
Mural.
All “dealings” in “relevant securities” of Mural by a bidder, or by
any party Acting in Concert with a bidder, must also be disclosed by no later
than 12:00 noon (U.S. Eastern Time) on the “business day” following the
date of the relevant “dealing”.
If two or more persons co-operate on the basis of an agreement, either express
or tacit, either oral or written, to acquire an “interest” in “relevant
securities” of Mural, they will be deemed to be a single person for the
purpose of Rule 8.3(a) and (b) of the Irish Takeover Rules.
A disclosure table, giving details of the companies in whose “relevant
securities” dealing disclosures should be made, can be found on the Irish
Takeover Panel’s website at www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an
“interest” by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel’s website.
If you are in any doubt as to whether or not you are required to disclose a
“dealing” under Rule 8, please consult the Irish Takeover Panel’s
website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
No Profit Forecast or Merger Benefit Statement
No statement in this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be interpreted to
mean that earnings or earnings per share of Mural will, for the current or
future financial years or other periods, necessarily match or be greater or
lesser than those for the relevant preceding financial periods. No statement
in this Announcement constitutes an asset valuation or a quantified financial
benefits statement within the meaning of the Irish Takeover Rules.
Right to Switch to a Takeover Offer
XOMA Royalty reserves the right to elect, subject to the terms of the
Transaction Agreement, compliance with the Irish Takeover Rules and with the
consent of the Irish Takeover Panel, to implement the Acquisition by way of a
Takeover Offer for the entire issued and to be issued share capital of Mural
(other than any Mural Shares beneficially owned by XOMA Royalty or is
subsidiaries (if any)) as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms (subject to appropriate
amendments, including without limitation an acceptance condition set at 80% of
the shares to which such offer relates), so far as applicable, as those which
would apply to the Scheme.
If XOMA Royalty exercises its right to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme, subject to the provisions of
the Transaction Agreement and with the Irish Takeover Panel’s consent, such
Takeover Offer would be made in compliance with applicable U.S. Law and
regulations, including the tender offer rules under the Exchange Act. If a
Takeover Offer is commenced, additional information regarding such Takeover
Offer will be provided to Mural Shareholders at that time.
Publication on Website
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
Announcement will be available on XOMA Royalty’s website at
https://investors.xoma.com/ and Mural’s website at
https://ir.muraloncology.com/ by no later than 12:00 noon (U.S. Eastern Time)
on the business day following publication of this Announcement. Neither the
content of the websites referred to in this Announcement nor the content of
any other websites accessible from hyperlinks on such websites is incorporated
into, or forms part of, this Announcement.
Requesting Hard Copy Information
Any Mural Shareholder may request a copy of this Announcement and / or any
information incorporated by reference into this Announcement in hard copy form
by directing a written request to Mural, Attn: Chief Legal Officer, Mural
Oncology plc, Ten Earlsfort Terrace, D02 T380, Dublin 2, Ireland or by phone
to 00 353 920 1000 or by contacting Investor Relations, via email at
ir@muraloncology.com.
Any written requests must include the identity of the Mural Shareholder and
any hard copy documents will be posted to the address of the Mural Shareholder
provided in the written request. If you have received this Announcement in
electronic form, a hard copy of this Announcement and / or any document or
information incorporated by reference into this Announcement will not be
provided unless such a request is made.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of the
Acquisition to persons who are not resident in Ireland or the United States.
Persons who are not resident in Ireland or the United States, or who are
subject to laws of any jurisdiction other than Ireland or the United States,
should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, Mural, XOMA Royalty and Sub disclaim any responsibility and
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with the laws
of Ireland and the Irish Takeover Rules and the information disclosed may not
be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside of Ireland.
The Acquisition will not be made available, directly or indirectly, in any
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
from within a Restricted Jurisdiction. No person may vote in favor of the
Acquisition by any use, means, instrumentality or facilities from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the Laws of that jurisdiction.
The release, publication or distribution of this Announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this Announcement and all other documents relating to
the Acquisition are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the Laws of that
jurisdiction. Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any such
jurisdiction. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable Law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality or facilities (including, without
limitation, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities from within any Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
APPENDIX I
CONDITIONS OF THE ACQUISITION AND THE SCHEME
The Acquisition and the Scheme will comply with the Irish Takeover Rules, the
Irish Companies Act and, where relevant, any applicable requirements of the
Exchange Act and the Nasdaq, and will be subject to the terms and conditions
set out in this Announcement and to be set out in the Scheme Document. The
Acquisition and the Scheme are governed by the Laws of Ireland.
Terms defined in Appendix II shall have the same meaning where used in this
Appendix I.
Conditions to the Acquisition and the Scheme
The Acquisition and the Scheme will be subject to the following conditions:
1. The Acquisition will be conditional upon the Scheme becoming Effective and
unconditional by not later than the End Date (or such earlier date as may be
specified by the Irish Takeover Panel, or such later date as Mural and XOMA
Royalty may, with the consent of the Irish Takeover Panel (if required), agree
and (if required) the High Court may allow).
2. The Scheme will be conditional upon:
2.1 the approval of the Scheme by a majority in number of the members of each
class of Mural Shareholders representing at least 75 per cent. in value of the
Mural Shares, at the Voting Record Time, held by such holders, present and
voting either in person or by proxy, at the Scheme Meeting (or at any
adjournment of such meeting);
2.2 each of the Required EGM Resolutions being duly passed by the requisite
majority of Mural Shareholders at the EGM (or any adjournment of such meeting)
held no later than the End Date;
2.3 the sanction by the High Court (with or without material modification, but
subject to any such modification being acceptable to each of XOMA Royalty and
Mural), of the Scheme pursuant to Chapter 1 of Part 9 of the Irish Companies
Act by no later than the End Date (the date on which the condition in this
paragraph 2.3 is satisfied, the “Sanction Date”); and
2.4 delivery of an office copy of the Court Order to the Registrar of
Companies within 7 days of the Sanction Date.
3. XOMA Royalty and Mural have agreed that, subject to paragraph 4 of this
Appendix I, the Acquisition will also be conditional upon the following
matters having been satisfied or waived on or before the Sanction Date:
General Regulatory and Anti-Trust / Competition
3.1 without limiting the foregoing, all required Clearances of any
Governmental Entity under the Antitrust Laws of each Specified Jurisdiction,
if any, shall have been obtained and remain in full force and effect and all
applicable waiting periods shall have expired, lapsed or been terminated (as
appropriate), in each case in connection with the Acquisition;
3.2 no (i) Law, (ii) injunction, restraint or prohibition by any court of
competent jurisdiction or (iii) injunction, order, judgment, or prohibition
under any Antitrust Law by any relevant authority shall have been issued, made
or enacted and shall continue to be in effect which would permanently make
illegal, prohibit or prevent consummation of the Acquisition;
Termination of the Transaction Agreement
3.3 the Transaction Agreement not having been terminated as a consequence of
any of the following events having occurred (such events (including that set
out in the Condition in paragraph 3.4 below) being the events set out in the
Transaction Agreement following the occurrence of which the Transaction
Agreement may be terminated in accordance with its terms):
(a) termination by either Mural or XOMA Royalty:
(i) if the Acquisition is implemented by way of the Scheme, the Scheme Meeting
or the EGM have completed and the Scheme Meeting Resolution or the Required
EGM Resolutions, as applicable, are not approved by the requisite majorities
of Mural Shareholders;
(ii) if the Effective Time has not occurred by 5:00 p.m., New York City time,
on the End Date, provided that the right to terminate the Transaction
Agreement pursuant to clause 9.1(a)(i)(B) of the Transaction Agreement will
not be available to a Party whose breach of any provision of the Transaction
Agreement is the primary cause of the failure of the Effective Time to have
occurred by such time;
(iii) if the Acquisition is implemented by way of the Scheme, the Irish High
Court declines or refuses to sanction the Scheme, unless both Mural and XOMA
Royalty agree in writing within 30 days of such decision that the decision of
the High Court will be appealed; or
(iv) if an injunction has been entered permanently restraining, enjoining or
otherwise prohibiting the consummation of the Acquisition and such injunction
has become final and non-appealable (provided that the right to terminate the
Transaction Agreement under clause 9.1(a)(i)(D) of the Transaction Agreement
will not be available to a Party whose breach of any provision of the
Transaction Agreement has been the primary cause of such injunction);
(b) termination by Mural:
(v) if XOMA Royalty or Sub breaches or fails to perform in any material
respect any of its covenants or other agreements contained in the Transaction
Agreement or if any of its representations or warranties set out in the
Transaction Agreement are inaccurate, which breach, failure to perform or
inaccuracy (1) would result in a failure of any Condition set out in
paragraphs 1, 2, 3 or 5 of this Appendix I and (2) is not reasonably capable
of being cured by the End Date or, if curable, is not cured by the earlier of
(x) the End Date and (y) 45 days following written notice by Mural thereof;
or
(vi) if, prior to obtaining the Mural Shareholder Approval, if (1) in
accordance with clause 5.2 of the Transaction Agreement, the Mural Board
shall have authorized Mural to terminate the Transaction Agreement under
clause 9.1(a)(ii)(B) of the Transaction Agreement in response to a Mural
Superior Proposal and (2) substantially concurrently with such termination,
in accordance with clause 5.2 of the Transaction Agreement, a Mural Change of
Recommendation shall have occurred and a definitive agreement providing for
the consummation of such Mural Superior Proposal is duly executed and
delivered by all parties thereto and, Mural pays XOMA Royalty the
Reimbursement Amounts, or
(c) termination by XOMA Royalty;
(vii) if Mural shall have breached or failed to perform in any material
respect any of its covenants or other agreements contained in the Transaction
Agreement or if any of its representations or warranties set out in the
Transaction Agreement are inaccurate, which breach, failure to perform or
inaccuracy (1) would result in a failure of any Condition and (2) is not
reasonably capable of being cured by the End Date or, if curable, is not cured
by the earlier of (x) the End Date and (y) 30 days following written notice
by XOMA Royalty thereof; or
(viii) if, prior to the receipt of the Mural Shareholder Approval, (x) a Mural
Change of Recommendation shall have occurred or (y) Mural has breached (except
in de minimis respects) any of its obligations under clause 5.2 of the
Transaction Agreement that is not reasonably capable of being cured by the End
Date or within 15 days following written notice by XOMA Royalty thereof; or
3.4 the Transaction Agreement not having been terminated by the mutual written
consent of XOMA Royalty and Mural, subject to the consent of the Irish
Takeover Panel (if required).
XOMA Royalty Waiver and Invocation of the Conditions
4. XOMA Royalty, Sub and Mural have agreed that, subject to paragraph 6 of
this Appendix I, XOMA Royalty’s obligation to effect the Acquisition will
also be conditional upon the following matters having been satisfied (or, to
the extent permitted by applicable Law, waived by XOMA Royalty) on or before
the Sanction Date:
4.1
(a) the representations and warranties of Mural set forth in clauses
6.2(a)-(c) (Qualification, Organisation, Subsidiaries, etc.), 6.2(d)-(e)
(Capital), 6.2(i) (Corporate Authority Relative to the Transaction Agreement,
No Violation), 6.2(k)(B) (No Violation of Organizational Documents) and
6.2(xxx) (Finders or Brokers), of the Transaction Agreement shall be true and
correct, except for any de minimis inaccuracies, at and as of the date of the
Transaction Agreement and at and as of the Sanction Date as though made at and
as of the Sanction Date (or, if such representations and warranties are given
as of another specific date, at and as of such date);
(b) the representations and warranties of Mural set forth in the second
sentence of clause 6.2(ff) (Absence of Certain Changes or Events) of the
Transaction Agreement shall be true and correct in all respects at and as of
the date of the Transaction Agreement and at and as of the Sanction Date as
though made at and as of the Sanction Date; and
(c) the representations and warranties of Mural set forth in the Transaction
Agreement (other than the representations and warranties referred to in
sub-paragraphs (a) and (b) of this paragraph 4.1) (disregarding all
qualifications and exceptions contained therein relating to materiality or
Mural Material Adverse Effect) shall be true and correct at and as of the date
of the Transaction Agreement and at and as of the Sanction Date as though made
at and as of the Sanction Date (or, if such representations and warranties are
given as of another specific date, at and as of such date), except, in the
case of this paragraph 4.1(c) only, where the failure of such representations
and warranties to be true and correct has not had and would not reasonably be
expected to have, individually or in the aggregate, a Mural Material Adverse
Effect;
4.2 Mural shall have in all material respects performed all obligations and
complied with all covenants and agreements required by the Transaction
Agreement to be performed or complied with by it prior to the Sanction Date;
4.3 From the date of the Rule 2.7 Announcement to the Sanction Date, there
having not been any event, change, effect, development or occurrence that has
had, or would reasonably be expected to have, individually or in the
aggregate, a Mural Material Adverse Effect; and
4.4 Mural shall have delivered to XOMA Royalty a certificate, dated as of the
Sanction Date and signed by an executive officer of Mural, certifying on
behalf of Mural to the effect that the conditions set forth in paragraphs 4.1
and 4.2 have been satisfied.
Mural Waiver and Invocation of the Conditions
5. XOMA Royalty, Sub and Mural have agreed that, subject to paragraph 6 of
this Appendix I, Mural’s obligation to effect the Scheme and the Acquisition
will also be conditional upon the following matters having been satisfied (or,
to the extent permitted by applicable Law, waived by Mural) on or before the
Sanction Date:
5.1 Each of the representations and warranties of XOMA Royalty and Sub set out
in clause 6.1(a), 6.1(b), 6.1(c) and 6.1(d) of the Transaction Agreement
having been true and correct in all material respects at and as of the date of
the Transaction Agreement and at and as of the Sanction Date as though made at
and as of the Sanction Date (in each case except to the extent that any such
representation and warranty speaks as of a particular date, in which case such
representation and warranty shall have been true and correct in all material
respects as of such particular date);
5.2 Each of the other representations and warranties of XOMA Royalty and Sub
set out in clause 6.1 of the Transaction Agreement having been true and
correct (read for purposes of this paragraph 5.2 without any qualification as
to materiality or XOMA Royalty Material Adverse Effect therein) in all
respects at and as of the date of the Transaction Agreement and at and as of
the Sanction Date as though made at and as of the Sanction Date (in each case
except to the extent that any such representation and warranty speaks as of a
particular date, in which case such representation and warranty shall have
been true and correct in all respects as of such particular date), except for
such failures to be true and correct as have not had and would not reasonably
be expected to have, individually or in the aggregate, a XOMA Royalty Material
Adverse Effect;
5.3 XOMA Royalty and Sub having performed and complied, in all material
respects, with all of the covenants and agreements that the Transaction
Agreement requires XOMA Royalty and/or Sub to perform or comply with prior to
the Sanction Date; and
5.4 Mural having received a certificate from an executive officer of XOMA
Royalty confirming the satisfaction of the conditions set out in paragraphs
5.1, 5.2 and 5.3.
Joint Waiver and Invocation of the Conditions
6. Subject to the requirements of the Irish Takeover Panel:
6.1 XOMA Royalty and Mural reserve the right (but neither party shall be under
any obligation) to waive (to the extent permitted by applicable Law), in whole
or in part, all or any of the conditions in paragraph 3 (provided that no such
waiver shall be effective unless agreed to by both parties);
6.2 XOMA Royalty reserves the right (but shall be under no obligation) to
waive (to the extent permitted by applicable Law), in whole or in part, all or
any of the conditions in paragraph 4; and
6.3 Mural reserves the right (but shall be under no obligation) to waive (to
the extent permitted by applicable Law), in whole or in part, all or any of
the conditions in paragraph 5.
Implementation by way of Takeover Offer
7. XOMA Royalty and Sub reserve the right, subject to the prior written
approval of the Irish Takeover Panel, to implement the Acquisition by way of a
Takeover Offer in the circumstances described in and subject to the terms of
clause 3.6 of the Transaction Agreement. Without limiting clause 3.6 of the
Transaction Agreement, in such event, such offer will be implemented on terms
and conditions that are at least as favorable to the Mural Shareholders
(except for an acceptance condition set at 80 per cent. of the nominal value
of the Mural Shares to which such an offer relates and which are not already
in the beneficial ownership of XOMA Royalty so far as applicable) and Mural
Equity Award Holders as those which would apply in relation to the Scheme.
Certain further terms of the Acquisition
8. The Scheme will lapse unless it is Effective on or prior to the End Date
(or such later date as Mural and XOMA Royalty may, subject to receiving the
consent of the Irish Takeover Panel and the High Court, in each case if
required, agree), provided that any Party whose wilful and material breach of
any provision of the Transaction Agreement shall have prevented this condition
from being satisfied shall be deemed to have waived the requirement that such
Effectiveness occur prior to the End Date.
9. If XOMA Royalty is required to make an offer for Mural Shares under the
provisions of Rule 9 of the Irish Takeover Rules, XOMA Royalty may make such
alterations to any of the conditions set out in paragraphs 1, 2, 3, 4 and 5
above as are necessary to comply with the provisions of that rule.
10. The availability of the Acquisition to persons who are not resident in
Ireland or the United States may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of, or are otherwise
resident in, any jurisdiction other than Ireland or the United States should
inform themselves about and observe any applicable requirements.
11. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction.
12. The Acquisition and the Scheme are, to the extent required by the Laws of
Ireland, governed by the laws of Ireland.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement and unless the
context otherwise requires:
“Acting in Concert” has the meaning given to that term in Section 1 of the
Irish Takeover Panel Act 1997;
“Additional Price Per Share” means an additional amount of cash per Mural
Share in issue at the Effective Time (provided that such amount shall under no
circumstances be a negative amount) not to exceed $0.205 per Target Share, as
finally determined in accordance with clause 2.4 of the Transaction Agreement;
“Affiliate” means, in relation to any person, any other person that,
directly or indirectly, controls, is controlled by, or is under common control
with, such first person (as used in this definition, “control” (including,
with its correlative meanings, “controlled by” and “under common control
with”) will mean the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies of a person, whether
through the ownership of securities or partnership or other ownership
interests, by Contract or otherwise);
“Announcement” means this announcement, made in accordance with Rule 2.7
of the Irish Takeover Rules, dated August 20, 2025, including its summary and
appendices;
“Antitrust Laws” means the Sherman Act of 1890, as amended, the Clayton
Act of 1914, the Federal Trade Commission Act of 1914, as amended and all
other federal, state and foreign applicable Laws in effect from time to time
that are designed to prohibit, restrict or regulate actions having the purpose
or effect of monopolization or restraint of trade;
“Base Price Per Share” means $2.035 per Mural Share in issue at the
Effective Time;
“Business Day” means any day, other than a Saturday, Sunday or public
holiday in Dublin or New York;
“Change of Recommendation Termination” has the meaning given to that term
in the Transaction Agreement;
“Clearances” means all consents, clearances, permissions and waivers that
need to be obtained, all applications and filings that need to be made and all
waiting periods that need to have expired, from or under the Laws, regulations
or practices applied by any Relevant Authority in connection with the
implementation of the Scheme and/or the Acquisition;
“Closing Cash Schedule” means the schedule that Mural shall deliver to
XOMA Royalty on the tenth Business Day before the Closing Net Cash Date
setting forth, in reasonable detail, Mural’s good faith estimated
calculation of Closing Net Cash as of the Closing Net Cash Date;
“Closing Net Cash” means, without duplication, (i) the sum of Mural’s
cash and cash equivalents and marketable securities as of the Closing Net Cash
Date, determined in accordance with U.S. GAAP, applied on a basis consistent
with Mural’s application thereof in Mural’s consolidated financial
statements plus (ii) the prepaid expenses, receivables and deposits of Mural
set forth on Schedule 4 of the Transaction Agreement, minus (iii) the sum of
Mural’s consolidated short-term and long-term contractual obligations and
monetary liabilities (including Indebtedness) accrued or incurred by Mural as
of the Closing Net Cash Date, minus (iv) the Transaction Expenses, minus (v)
the Estimated Post-Closing Costs, minus (vi) $5.5 million, each in a manner
consistent with Appendix 1 to the Mural Disclosure Schedule;
“Closing Net Cash Delivery Date” has the meaning given to that term in the
Transaction Agreement;
“Closing Net Cash Date” means immediately prior to the Effective Time on
the Effective Date;
“Concert Parties” means, in relation to any of Mural, XOMA Royalty or Sub
(as the context requires), such persons as are deemed to be Acting in Concert
with that party under Rule 3.3 of Part A of the Irish Takeover Rules and such
persons as are Acting in Concert with that party;
“Condition” means any of the closing conditions set out in this Appendix I
of this Announcement;
“Confidentiality Agreement” means the non disclosure agreement effective
as of 29 May 2025 between XOMA Royalty and Mural, as it may be amended from
time to time;
“Consideration” means the aggregate of the Base Price Per Share plus the
Additional Price Per Share;
“Contract” means any legally binding written, oral or other agreement,
amendment, contract, subcontract, lease, understanding, instrument, note,
debenture, indenture, warrant, option, warranty, purchase order, licence, sub
licence, insurance policy or other similar legally binding commitment or
undertaking of any nature;
“Court Hearing” means the hearing by the High Court of the application to
sanction the Scheme under Section 453 of the Irish Companies Act;
“Court Order” means the order or orders of the High Court sanctioning the
Scheme under Section 453 of the Irish Companies Act;
“Davy Corporate Finance” means Davy Corporate Finance UC, financial
advisor to XOMA Royalty;
“D&O Tail Policy” has the meaning given to that term in the Transaction
Agreement;
“Effective” means in the context of the Acquisition: (i) if the
Acquisition is implemented by way of a Scheme, the Scheme having become
effective in accordance with its terms, upon the delivery of the Court Order
to the Registrar of Companies; or (ii) if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer having been declared or become
unconditional in all respects in accordance with the provisions of the
Takeover Offer Document and the requirements of the Irish Takeover Rules, and
the term “Effectiveness” will be construed accordingly;
“Effective Date” means (a) the date on which the Scheme becomes effective
in accordance with its terms or (b) if the Acquisition is implemented by way
of a Takeover Offer, the date of the Takeover Offer having become (or having
been declared) unconditional in all respects in accordance with the provisions
of the Takeover Offer Documents and the requirements of the Irish Takeover
Rules;
“Effective Time” means the time on the Effective Date at which the Court
Order is delivered to the Registrar of Companies or, as the case may be, the
Takeover Offer becomes or is declared unconditional in all respects in
accordance with the Takeover Offer Documents and the requirements of the Irish
Takeover Rules;
“EGM” means the extraordinary general meeting of Mural Shareholders (and
any adjournment or postponement thereof) to be convened in connection with the
Scheme, expected to be held as soon as the preceding Scheme Meeting shall have
been concluded (it being understood that if the Scheme Meeting is adjourned or
postponed, the EGM shall be correspondingly adjourned or postponed);
“EGM Resolutions” means, collectively, the following resolutions to be
proposed at the EGM: (i) an ordinary resolution to approve the Scheme and to
authorize the Mural Board to take all such action as it considers necessary or
appropriate to implement the Scheme; (ii) a special resolution amending the
Mural Articles in accordance with clause 4.3 of the Transaction Agreement (the
resolutions described in the foregoing sub-clauses (i) and (ii), the
“Required EGM Resolutions”); (iii) an ordinary resolution that any motion
by the chairperson of the Mural Board to adjourn or postpone the EGM, or any
adjournments or postponements thereof, to another time and place if necessary
or appropriate to solicit additional proxies if there are insufficient votes
at the time of the EGM to approve the Scheme or any of the Required EGM
Resolutions to be approved; and (iv) any other resolutions as Mural reasonably
determines to be (A) required under applicable Laws or (B) otherwise necessary
or desirable for the purposes of implementing the Acquisition as have been
approved by XOMA Royalty (such approval not to be unreasonably withheld,
conditioned or delayed);
“End Date” means the date that is nine months after the date of the
Transaction Agreement or such later date as XOMA Royalty and Mural may, with
the consent of the Irish Takeover Panel (if required), agree and (if required)
the High Court may allow;
“Estimated Closing Net Cash” means approximately $36.2 million;
“Estimated Post-Closing Costs” means, without duplication (including
without duplication of any amounts included in Transaction Expenses or
otherwise deducted from Closing Net Cash), the unpaid costs that Mural would
reasonably be expected to incur after the Effective Time associated with: (i)
the Wind-Down Process (including closing down clinical studies); (ii)
remaining lease-related monetary obligations (including rent, common area
maintenance, property taxes, insurance, utilities, janitorial services and
other administrative fees, to the extent owed by Mural); and (iii) any legal
proceedings that are pending as of the Closing Net Cash Delivery Date;
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder;
“Governmental Entity” means (i) any Relevant Authority, (ii) any company,
business, enterprise, or other entity owned, in whole or in part, or
controlled by any Relevant Authority, or (iii) any political party;
“High Court” means the High Court of Ireland;
“Holding Company” has the meaning given to the term “holding
undertaking” in Section 275 of the Irish Companies Act;
“Indebtedness” means, with respect to Mural or its Subsidiary, and without
duplication (including without duplication of any amounts included in
Transaction Expenses or otherwise deducted from Closing Net Cash) (i) all
obligations for borrowed money, or with respect to unearned advances of any
kind to Mural or its Subsidiary, (ii) all obligations evidenced by bonds,
debentures, notes or similar instruments, (iii) all obligations under any
instalment sale contracts, (iv) all guarantees and arrangements having the
economic effect of a guarantee of Mural or its Subsidiary of any Indebtedness
of any other person, (v) any deferred purchase price obligations for assets,
property, securities, business or services, including seller notes, holdback,
or similar payments (whether contingent or otherwise) calculated as the
maximum amount payable under or pursuant to such obligation, (vi) all
obligations under any interest rate swap, forward contract, currency or other
hedging arrangement, derivative or similar transaction, (vii) any unfunded
benefit liability with respect to any retirement or deferred compensation
plan, program, agreement or arrangement, (viii) any accrued and unused
vacation, paid time off or similar leave, and any accrued and unpaid severance
obligations, or bonuses or commissions and any other bonuses or commissions
that relate to the period prior to the Closing Net Cash Date, irrespective of
whether accrued, and in each case, the employer portion of any Taxes related
thereto, (ix) any Unpaid Taxes, and (x) all obligations or undertakings to
maintain or cause to be maintained the financial position of others or to
purchase the obligations of others;
“Irish Companies Act” means the Companies Act 2014 of Ireland;
“Irish High Court” means the High Court of Ireland;
“Irish Takeover Panel” means the panel established pursuant to the Irish
Takeover Rules;
“Irish Takeover Rules” means the Irish Takeover Panel Act 1997, Takeover
Rules, 2022;
“Law” means any applicable national, federal, state, local, municipal,
foreign, supranational or other law, statute, constitution, principle of
common law, agency requirement, licence, permit, binding directive, decree,
rule, regulation, judgment, order, injunction, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any Relevant Authority, and “Laws” will be
construed accordingly;
“Lucid” means Lucid Capital Markets, LLC, financial adviser to Mural;
“Mural Alternative Proposal” means any bona fide approach, expression of
interest, proposal or bona fide offer (which may be subject to due diligence
and other conditions) made by any person (other than a proposal or firm
intention to make an offer under Rule 2.7 of the Irish Takeover Rules by XOMA
Royalty or any of its Concert Parties) in respect of: (a) the acquisition of
Mural by scheme of arrangement or takeover offer; (b) the direct or indirect
acquisition by any person of 20% or more of the assets, taken as a whole, of
the Mural Group, measured by either book value or fair market value (including
equity securities of any member of the Mural Group); (c) a merger,
reorganization, share exchange, consolidation, business combination,
recapitalization, dissolution, liquidation or similar transaction involving
Mural as a result of which the holders of Mural Shares immediately prior to
such transaction would not, in the aggregate, own at least 80% of the voting
power of the surviving or resulting entity in such transaction immediately
after consummation of such transaction; or (d) the direct or indirect
acquisition by any person (or the shareholders or stockholders of such person)
of 20% or more of the voting power or the issued share capital of Mural,
including any offer or exchange offer that if consummated would result in any
person beneficially owning shares with 20% or more of the voting power of
Mural;
“Mural Articles” means the memorandum and articles of association of Mural
as adopted by a shareholder resolution of Mural on October 26, 2023;
“Mural Benefit Plan” means each: (a) Mural Share Plan; (b) bonus, share
option, share purchase, share ownership, restricted share, equity,
phantom-equity or other equity-based, incentive, deferred compensation,
retirement, pension, profit sharing, retiree medical, life insurance,
supplemental retirement, vacation, medical, dental, vision, prescription,
cafeteria, fringe benefit, relocation or expatriate benefit, perquisite,
disability, accident, leave, employee assistance, supplemental unemployment
benefit or other compensation or benefit plans, programs, agreements or
arrangements; and (c) employment, termination, severance, redundancy, layoff,
change in control, salary continuation, transaction bonus, retention or other
plans, programs, agreements or arrangements, in each case, sponsored,
maintained, contributed to or required to be contributed to by the Mural
Group, whether written or oral, for the benefit of one or more than one Mural
Employee;
“Mural Board” means the board of directors of Mural from time to time and
for the time being;
“Mural Breach Termination” means termination of the Transaction Agreement
if Mural shall have breached or failed to perform in any material respect any
of its covenants or other agreements contained in the Transaction Agreement or
if any of its representations or warranties set out in the Transaction
Agreement are inaccurate, which breach, failure to perform or inaccuracy (1)
would result in a failure of any Condition and (2) is not reasonably capable
of being cured by the End Date or, if curable, is not cured by the earlier of
(x) the End Date and (y) 45 days following written notice by XOMA Royalty
thereof;
“Mural Change of Recommendation” means Mural’s (i) withdrawal or
modification in any manner adverse to XOMA Royalty or Sub or its proposal to
withdraw or so modify the Scheme Recommendation; (ii) failure to include the
Scheme Recommendation in the Scheme Document or the Proxy Statement; (iii)
approving, recommending or declaring advisable, or proposing publicly to
approve, recommend or declare advisable, any Mural Alternative Proposal; (iv)
causing or allowing any member of the Mural Group to execute or enter into any
agreement in relation to a Mural Alternative Proposal, other than as
contemplated by clause 9.1(a)(ii)(B) of the Transaction Agreement or a
confidentiality agreement referred to in clause 5.2(c) of the Transaction
Agreement; or (v) failure to reaffirm the Scheme Recommendation in a statement
complying with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act with regard
to a Mural Alternative Proposal or in connection with such action by the close
of business on the 10th Business Day after the commencement of such Mural
Alternative Proposal under Rule 14d-9 or Rule 14e-2(a);
“Mural Directors” means the members of the Mural Board;
“Mural Disclosure Schedule” means the disclosure schedule delivered by
Mural to XOMA Royalty immediately prior to the execution of the Transaction
Agreement;
“Mural Employee” has the meaning given to that term in the Transaction
Agreement;
“Mural Equity Award Holder” means a holder of Mural Share Awards;
“Mural Group” means Mural and its Subsidiaries;
“Mural Options” means any options granted in accordance with the Mural
Share Plans;
“Mural Material Adverse Effect” means any event, change, effect,
circumstance, fact, development or occurrence, individually or in the
aggregate, that has had or would reasonably be expected to have (1) a material
adverse effect on the ability of Mural to consummate the transactions
contemplated hereby or (2) a material adverse effect on the business,
operations or financial condition (including cash position), assets or
liabilities of Mural and its Subsidiaries, taken as a whole, but, in the case
of this sub-clause (2), shall not include: (a) any event, change, effect,
circumstance, fact, development or occurrence to the extent arising from (i)
changes generally affecting the industries in which Mural or its Subsidiary
operate, (ii) changes generally affecting the economy or the financial, debt,
credit or securities markets, in the United States or elsewhere, and changes
relating to any trade tariff or proposal with respect to any trade tariff, or
relating to any act or proposal of the Department of Governmental Efficiency,
(iii) changes in any political conditions or developments in general, or
resulting from any outbreak or escalation of hostilities, declared or
undeclared acts of war or terrorism, (iv) any epidemic or pandemic hurricane,
earthquake, flood, calamity or other natural disasters or acts of God or any
worsening thereof, or (v) changes or proposed changes in Law (including rules
and regulations), interpretations thereof, regulatory conditions or U.S. GAAP
or other accounting standards first introduced after the date hereof (or
interpretations thereof) (provided, that in each of the foregoing sub-clauses
(i) – (v), such events may be taken into account to the extent Mural or its
Subsidiary is disproportionately affected relative to other similarly situated
companies) or (vi) actions of Mural or its Subsidiary which the other Party
has expressly requested in writing (which, for the avoidance of doubt, shall
not include actions of Mural or its Subsidiary to which XOMA Royalty has
merely consented to in accordance herewith); or (b) any decline in the stock
price of the shares of Mural on Nasdaq or any failure to meet internal or
published projections, forecasts or revenue or earning predictions for any
period (provided that the underlying causes of such decline or failure may, to
the extent not otherwise excluded, be considered in determining whether there
is a material adverse effect); or (c) any event, change, effect, circumstance,
fact, development or occurrence resulting from the announcement or the
existence of the Transaction Agreement or the transactions contemplated hereby
or the performance of and the compliance with the Transaction Agreement,
including any litigation arising therefrom or with respect thereto, provided
that no event, change, effect, circumstance, fact, development or occurrence
arising in connection with the Wind-Down Process or the events underlying the
Mural’s determination to commence the Wind-Down Process shall constitute a
Mural Material Adverse Effect;
“Mural Public Report” means the annual report and audited financial
statements of Mural for the 12 months ended December 31, 2024;
“Mural Related Parties” means Mural, any Affiliate of Mural, the former,
current and future holders of any equity, controlling persons, directors,
officers, employees, agents, attorneys, any such Affiliate, members, managers,
general or limited partners, stockholders and assignees of each of Mural and
its Affiliates;
“Mural RSUs” means restricted stock units of Mural granted under the Mural
Share Plans;
“Mural Shares” means the ordinary shares of Mural having a nominal value
of $0.01 per share;
“Mural Share Awards” means any Mural Share or other Mural Share-based
award granted in accordance with the Mural Share Plans;
“Mural Share Plans” means the 2023 Stock Option and Incentive Plan, the
2023 Employee Stock Purchase Plan and the 2024 Inducement Stock Option and
Incentive Plan;
“Mural Shareholder Approval” means (i) the approval of the Scheme by a
majority in number of the members of each class of Mural Shareholders
(including as may be directed by the High Court pursuant to Section 450(5) of
the Irish Companies Act) representing, at the Voting Record Time, at least
seventy five per cent (75%) in value of the Mural Shares (or of the relevant
class, as applicable) held by such Mural Shareholders, in each case, present
and voting either in person or by proxy, at the Scheme Meeting (or at any
adjournment or postponement of such meeting) and (ii) each of the Required EGM
Resolutions being duly passed by the requisite majorities of Mural
Shareholders at the EGM (or at any adjournment or postponement of such
meeting);
“Mural Shareholders” means the holders of Mural Shares;
“Mural Superior Proposal” means a written bona fide Mural Alternative
Proposal (where each reference to 20% and 80% set forth in the definition of
such term will be deemed to refer to 50%) that the Mural Board determines in
good faith (after consultation with Mural’s financial advisers and outside
legal counsel) is more favorable to Mural Shareholders than the Transactions,
taking into account any revisions to the terms of the Transactions proposed by
XOMA Royalty in accordance with clause 5.2(f) of the Transaction Agreement and
such financial (including, where such Mural Alternative Proposal is not in
respect of an acquisition of the entire issued and outstanding share capital
of Mural, the total proceeds and value that may be due to Mural Shareholders),
regulatory, anti-trust, legal, structuring, timing and other aspects of such
proposal (including, for the avoidance of doubt, the conditionality of any
such proposal) as the Mural Board considers to be appropriate;
“Non-Approval Termination” has the meaning that if the Acquisition is
implemented by way of the Scheme, the Scheme Meeting or the EGM have completed
and the Scheme Meeting Resolution or the Required EGM Resolutions, as
applicable, are not approved by the requisite majorities of Mural
Shareholders;
“Pre-Closing Tax Period” means any taxable period, or portion thereof in
the case of a Straddle Period, that ends on or prior to the Effective Date;
“Proxy Statement” means the proxy statement to be sent to Mural
Shareholders in connection with the matters to be submitted at the Scheme
Meeting and the EGM;
“Reimbursement Amount” means an amount equal to the documented, specific,
quantifiable Third Party costs and expenses incurred, directly or indirectly,
by XOMA Royalty, Sub or any of their respective Subsidiaries, or on their
behalf, for the purposes of, in preparation for, or in connection with the
Acquisition, including Third Party costs and expenses incurred in connection
with exploratory work carried out in contemplation of and in connection with
the Acquisition, legal, financial and commercial due diligence, the
arrangement of financing and the engagement of Third Party Representatives to
assist in the process;
“Relevant Authorities” means any Irish, United States or other foreign
national or supranational, federal, state, local or other governmental or
regulatory authority, agency, commission, board, body, bureau, arbitrator,
arbitration panel or other authority or agency, including courts and other
judicial bodies, or any competition, anti-trust foreign investment review or
supervisory body, central bank or other governmental, trade or regulatory
agency or body, securities exchange, stock exchange or any self-regulatory
body or authority, including any instrumentality or entity designed to act for
or on behalf of the foregoing, in each case, in any jurisdiction (provided it
has jurisdiction over the applicable person or its activities or property)
including, for the avoidance of doubt, the Irish Takeover Panel, the High
Court, and the SEC;
“Representatives” means in relation to any person, the directors,
officers, employees, agents (excluding any brand licensing agents), investment
bankers, financial advisers, legal advisers, accountants, brokers, finders,
consultants or representatives of such person or any of its Subsidiaries or
Holding Companies;
“Resolutions” means collectively, the Scheme Meeting Resolution and the
EGM Resolutions, which will be set out in the Scheme Document;
“Restricted Jurisdiction” means any jurisdiction where local laws may
result in a significant risk of civil, regulatory or criminal exposure if
information concerning the Acquisition is sent or made available in that
jurisdiction;
“SEC” means the U.S. Securities and Exchange Commission;
“Scheme” means the proposed scheme of arrangement under Chapter 1 of Part
9 of the Irish Companies Act to effect the Acquisition under the Transaction
Agreement, on the terms (including the Conditions) and for the Consideration
set out in this Announcement and on such other terms as Mural, Sub and XOMA
Royalty mutually agree in writing, including any revision of the scheme of
arrangement as may be so agreed between Mural, Sub and XOMA Royalty and, if
required, by the High Court and/or the Irish Takeover Panel;
“Scheme Counsel” means Brian Kennedy S.C., or such other barrister (of
senior counsel standing) as may be agreed between Mural, Sub and XOMA Royalty;
“Scheme Document” means a document to be distributed to Mural Shareholders
containing: (a) the Scheme; (b) the notice or notices of the Scheme Meeting
and EGM; (c) an explanatory statement as required by Section 452 of the Irish
Companies Act with respect to the Scheme; (d) such other information as may be
required or necessary under the Irish Companies Act or the Irish Takeover
Rules; and (e) such other information as Mural and XOMA Royalty may agree;
“Scheme Meeting” means the meeting or meetings of Mural Shareholders or,
if applicable, any class or classes of Mural Shareholders (including as may be
directed by the High Court under Section 450(5) of the Irish Companies Act)
(and any adjournment of any such meeting or meetings) convened by (i)
resolution of the Mural Board or (ii) order of the High Court, in either case
under Section 450 of the Irish Companies Act, to consider and vote on the
Scheme Meeting Resolution;
“Scheme Meeting Resolution” means the resolution to be considered and
voted on at the Scheme Meeting for the purpose of approving and implementing
the Scheme;
“Scheme Recommendation” means the recommendation of the Mural Board that
Mural Shareholders vote in favour of the Resolutions;
“Specified Jurisdiction” means any jurisdiction in which the Mural, XOMA
Royalty or any of their Affiliates (i) operate their respective businesses or
own any assets or (ii) are otherwise subject to lawful jurisdiction;
“Straddle Period” has the meaning given to that term in the Transaction
Agreement;
“Subsidiary” has the meaning given to the term “subsidiary
undertaking” in Section 275 of the Irish Companies Act and, in the case of
Mural, means each of (i) Mural Oncology, Inc and (ii) Mural Oncology
Securities Corporation;
“Superior Proposal Termination” means the termination of the Transaction
Agreement by Mural prior to obtaining the Mural Shareholder Approval, if (1)
in accordance with clause 5.2 of the Transaction Agreement, the Mural Board
shall have authorized Mural to terminate the Transaction Agreement under
clause 9.1(a)(ii)(B) of the Transaction Agreement in response to a Mural
Superior Proposal and (2) substantially concurrently with such termination, in
accordance with clause 5.2 of the Transaction Agreement, a Mural Change of
Recommendation shall have occurred and a definitive agreement providing for
the consummation of such Mural Superior Proposal is duly executed and
delivered by all parties thereto and, Mural pays XOMA Royalty the
Reimbursement Amount;
“Takeover Offer” means an offer in accordance with clause 3.6 of the
Transaction Agreement for the entire issued and to be issued ordinary share
capital of Mural (other than any Mural Shares beneficially owned by any member
of the XOMA Royalty Group (if any) or by any person Acting in Concert with
XOMA Royalty (if any)), including any amendment or revision thereto under the
Transaction Agreement, the full terms of which would be set out in the
Takeover Offer Documents or (as the case may be) any revised offer
document(s);
“Takeover Offer Documents” means if, following the date of the Transaction
Agreement, XOMA Royalty and/or Sub elects to implement the Acquisition by way
of Takeover Offer in accordance with clause 3.6 of the Transaction Agreement,
the documents to be despatched to Mural Shareholders and others by or on
behalf of XOMA Royalty or Sub(or such other entity as XOMA Royalty may elect)
containing, among other things, the Takeover Offer, the Conditions (save
insofar as not appropriate in the case of a Takeover Offer, and as amended in
such manner as XOMA Royalty, Sub (or such other entity as XOMA Royalty may
elect) and Mural may determine, and the Irish Takeover Panel may agree, to be
necessary to reflect the terms of the Takeover Offer) and certain information
about XOMA Royalty, Sub (or such other entity) and Mural and, where the
context so admits, includes any form of acceptance, election, notice or other
document reasonably required in connection with the Takeover Offer;
“Tax” means all forms of taxation, duties, imposts, levies, and
withholding taxes whether of Ireland or elsewhere, including (but without
limitation) net or gross income, gross receipts, franchise, profits, excess
profits, minimum or alternative minimum tax; corporation, corporation profits,
or advance corporation tax; capital gains tax; capital acquisitions tax; real,
personal or intangible property tax; residential property tax; wealth tax;
value added tax; dividend withholding tax; deposit interest retention tax;
estimated tax; license, payroll, employment, unemployment, social security,
severance or disability tax; base erosion and anti-abuse, diverted profits or
top-up minimum tax; sales, use, transfer or registration tax; customs and
other import and export duties, excise duties, stamp duty, capital duty,
social insurance, social welfare or other similar contributions and other
amounts corresponding thereto whether payable in or imposed by Ireland or
elsewhere, and any interest, surcharge, penalty or fine in connection
therewith, and the word “taxation” will be construed accordingly;
“Third Party” means any person or Group, other than Mural, XOMA Royalty,
Sub or any of their respective Affiliates or Representatives;
“Transaction Agreement” means the Transaction Agreement, dated August 20,
2025, between XOMA Royalty, Sub and Mural in relation to the implementation of
the Scheme and the Acquisition, a copy of which is set out at Appendix IV of
this Announcement;
“Transaction Expenses” means, without duplication, all fees and expenses
incurred or payable by Mural and its Subsidiary (including any such fees or
expenses that Mural or its Subsidiary or, in the case of sub-Clauses (ii),
(iii) and (vi) below, XOMA Royalty or Sub, is legally obligated to pay or
reimburse) at or prior to the Effective Time in connection with the
Transactions contemplated by the Transaction Agreement, including (i) any fees
and expenses of Mural and its Subsidiary’s legal counsel, accountants,
financial advisors, investment bankers, brokers, consultants, and other
advisors; (ii) any fees paid to the SEC in connection with filing the Proxy
Statement, and any amendments and supplements thereto, with the SEC; (iii) any
fees and expenses in connection with the printing, mailing and distribution of
the Proxy Statement and any amendments and supplements thereto; (iv) all fees
and expenses of the Scheme, including High Court filing fees, the fees of the
Scheme Counsel (but excluding any fees of the counsel to XOMA Royalty), paying
agents or depository agents; (v) any fees, expenses and premiums incurred in
connection with the D&O Tail Policies; (vi) any Transfer Taxes; and (vii) any
“single trigger” (or “double trigger,” to the extent payable pursuant
to Mural Benefit Plans as in effect on the date of the Transaction Agreement)
bonus, severance, change-in-control payments, or similar payment obligations
that become due or payable to any director, officer, employee or consultant of
Mural upon, and solely as a result of, the consummation of the transactions
contemplated by the Transaction Agreement, including the employer portion of
any payroll Taxes associated therewith (provided, that Transaction Expenses
shall not include any (A) amounts payable as a result of any arrangements
implemented or actions taken (other than pursuant to any Mural Benefit Plan as
in effect on the date of the Transaction Agreement) by XOMA Royalty or Sub
after the Effective Time, and (B) amounts actually paid and discharged by
Mural prior to the Effective Time);
“Transactions” means the transactions contemplated by the Transaction
Agreement, including the Acquisition;
“Transfer Taxes” has the meaning given to that term in the Transaction
Agreement;
“Unpaid Taxes” means an amount equal to all accrued but unpaid Tax
liabilities of Mural for any Pre-Closing Tax Period (which shall not be less
than zero with respect to any Tax in any jurisdiction), determined (i) in
accordance with Clause 7.4(c) of the Transaction Agreement, (ii) on a
jurisdiction-by-jurisdiction basis, (iii) taking into account any loss
carryforwards, refunds (or credits in lieu thereof) or any other tax
attributes, in each case to the maximum extent allowed pursuant to applicable
law to offset taxable income or Taxes for such Pre-Closing Tax Period, and
(iv) taking into account any estimated Tax payments (including any applicable
overpayments of prior years’ Taxes) or prepayments of such Taxes for such
Pre-Closing Tax Period;
“Voting Record Time” means the time and date to be specified as the voting
record time for the Scheme Meeting in the Scheme Document;
“XOMA Royalty Group” means XOMA Royalty and Sub and each of their
respective subsidiaries and Holding Companies and any other subsidiary of any
such Holding Company;
“XOMA Royalty Material Adverse Effect” means with respect to XOMA Royalty,
any event, change, effect, circumstance, fact, development or occurrence,
individually or in the aggregate, that has had or would reasonably be expected
to have a material adverse effect on the ability of XOMA Royalty to consummate
the Transactions;
“XOMA Royalty Related Parties” means Sub, XOMA Royalty, the former,
current and future holders of any equity, controlling persons, directors,
officers, employees, agents, attorneys, Affiliate (other than XOMA Royalty or
Sub), members, managers, general or limited partners, stockholders and
assignees of each of XOMA Royalty and Sub; and
“Wind-Down Process” means the process related to (i) the winding down of
the operations and research and development activities, (ii) the liquidation
and (iii) any related reduction of capital or similar process associated with
the liquidation, in each case, of Mural and its Subsidiary; provided that (x)
this process shall not include the sale or transfer of any of the assets or
operations of Mural Oncology, Inc. and (y) the incremental costs and expenses
related solely to (iii) above shall not exceed $30,000.
Any references to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof. Any reference to
any legislation is to Irish legislation unless specified otherwise.
Words importing the singular shall include the plural and vice versa and words
supporting the masculine shall include the feminine or neuter gender.
All times referred to in this Announcement are U.S. Eastern times unless
otherwise stated.
APPENDIX III
SOURCES AND BASES OF INFORMATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the bases of calculation and sources of information are as described
below.
a) The financial information relating to Mural is extracted from the Mural
Public Report.
b) The value of the Acquisition is based upon the Base Price per Share due
under the terms of the Acquisition and on the basis of the issued and to be
issued share capital of Mural referred to in paragraph (c) below.
c) The issued and to be issued share capital of Mural as at the close of
business on August 18, 2025 (being the last practicable date prior to the
release of this Announcement) is calculated on the basis of:
i. the number of issued Mural Shares being 17,324,771 Mural Shares (with no
shares being held as treasury shares); plus
ii. 480,687 Mural Shares underlying Mural RSUs which are expected to be
outstanding as of immediately prior to the Effective Time; excluding
iii. 39,401 Mural RSUs which are currently outstanding but will be cancelled
prior to the Effective Time; excluding
iv. 2,787,198 Mural options which are currently outstanding but have a strike
price above the maximum Consideration payable pursuant to the Acquisition and
will be cancelled without the right to receive any Consideration in accordance
with the terms of the Transaction Agreement.
d) The historical share prices for Mural Shares have been sourced from the
Nasdaq website.
e) The prices of Mural Shares used for the premium calculations are:
i. $1.03, being Mural’s closing share price on April 14, 2025 (being the
last Business Day prior to the announcement of the strategic review by Mural
on April 15, 2025); and
ii. $1.80, being Mural’s closing share price on August 19, 2025.
APPENDIX IV - TRANSACTION AGREEMENT can be found at the following
link http://ml.globenewswire.com/Resource/Download/9c4796e2-da37-4b75-965f-988ec6c1e0b3Recent news on Mural Oncology
See all newsREG-Millennium Partners, L.P. Form 8.3 - Mural Oncology plc
AnnouncementREG - Citadel Group Mural Oncology PLC - Form 8.3 - Mural Oncology plc
AnnouncementREG-The Vanguard Group, Inc. Form 8.3 - The Vanguard Group, Inc.: Mural Oncology plc
AnnouncementREG - Citadel Group Mural Oncology PLC - Form 8.3 - Mural Oncology plc
AnnouncementREG - BlackRock Group Mural Oncology PLC - Form 8.3 - Mural Oncology plc
Announcement