REG-Mural Oncology Announces Final Cash Consideration Payable on Closing of Acquisition by XOMA Royalty

Mural OncologyAnnouncement

26/11/2025 14:00

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WALTHAM, Mass. and DUBLIN, Ireland, Nov. 26, 2025 (GLOBE NEWSWIRE) -- Mural
Oncology plc (Nasdaq: MURA) (“Mural”) announces that, in accordance with
the terms of the transaction agreement between XOMA Royalty Corporation
(Nasdaq: XOMA) (“XOMA Royalty”), XRA 5 Corp. (“Sub”) and Mural
announced on August 20, 2025 (the “Transaction Agreement”), the Additional
Price Per Share (as defined in the Transaction Agreement) has been finally
determined in accordance with Clause 2.4 of the Transaction Agreement as
$0.000. As a result, the total cash consideration payable to Mural
shareholders on closing of the Acquisition (as defined below) will be $2.035
in cash per share.

As previously announced on August 20, 2025, XOMA Royalty, Sub and Mural
entered into the Transaction 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 (the “Acquisition”) pursuant to an Irish
High Court sanctioned “scheme of arrangement” under Chapter 1 of Part 9 of
the Irish Companies Act of 2014 (the “Scheme”).

The Acquisition is expected to close in early December 2025, subject to the
satisfaction of the outstanding closing conditions and the sanction of the
Scheme by the Irish High Court.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

Enquiries

Mural Oncology plc
ir@muraloncology.com

Lucid Capital Markets, LLC (Financial Adviser to Mural)
570 Lexington Ave, 40th Floor
New York, NY 10022

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 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 possibility that closing
conditions for the Acquisition may not be satisfied or waived, including the
failure to receive sanction of the Scheme by the Irish High Court; the other
risks and uncertainties pertaining to Mural’s business, including those
described in Mural’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q filed with the U.S. Securities and Exchange Commission
(“SEC”) and the definitive proxy statement filed with the SEC on September
23, 2025, as well as Mural’s subsequent filings with the SEC; and other
potential risks and uncertainties related to XOMA Royalty, including those
described in more detail in XOMA Royalty’s most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and its 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 when made. 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.

Statement Required by the Irish Takeover Rules 

The directors of Mural accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Mural (who have taken all reasonable care to ensure such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.

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 3:30pm (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.

General

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 such restricted
jurisdictions. 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. To the fullest extent permitted by applicable
law, each of Mural, XOMA Royalty and Sub disclaims any responsibility or
liability for the violations of any such restrictions by any person.

Publication on a Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
announcement will be available on 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 website referred to in this announcement nor the content of any
other websites accessible from hyperlinks on such website is incorporated
into, or forms part of, this announcement