REG-Mural Oncology Announces that Mural Shareholders Approve the Proposed Acquisition by XRA 5 Corp., a Wholly Owned Subsidiary of XOMA Royalty

Mural OncologyAnnouncement

24/10/2025 21:30

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WALTHAM, Mass. and DUBLIN, Ireland, Oct. 24, 2025 (GLOBE NEWSWIRE) -- Mural
Oncology plc (Nasdaq: MURA) (“Mural”) today announced that its
shareholders have voted to approve the previously announced proposed
acquisition of Mural by XRA 5 Corp. (“Sub”), a wholly owned subsidiary of
XOMA Royalty Corporation (Nasdaq: XOMA) (“XOMA Royalty”). As described in
more detail below, a majority in number of the shareholders of record present
and voting, either in person or by proxy and more than 99 percent of the votes
cast at both a scheme meeting of shareholders (the “Scheme Meeting”) and
an extraordinary general meeting of shareholders (the “EGM”), both held on
October 24, 2025 in Dublin, Ireland, were in favour of the transaction,
representing in respect of the Scheme Meeting, approximately 58 percent of
the shares outstanding and eligible to be voted at the Scheme Meeting and in
respect of the EGM, approximately 61 percent of the shares outstanding and
eligible to be voted at the EGM.

Under the terms of the transaction agreement among XOMA Royalty, Sub and Mural
announced on August 20, 2025 (the “Transaction Agreement”), Sub has agreed
to acquire the entire issued and to be issued share capital of Mural (the
“Acquisition”). Under the terms of the Acquisition and subject to certain
conditions, following 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 in
Closing Net Cash on the Closing Net Cash Date (each as defined in the
Transaction Agreement) (the “Estimated Closing Net Cash”) 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 the
Estimated Closing Net Cash. The Base Price Per Share 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 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. 

The Acquisition is expected to close in the fourth quarter of 2025, subject to
customary closing conditions and the sanction of the scheme of arrangement by
the High Court of Ireland.

Results of Scheme Meeting and Extraordinary General Meeting

As described above, on October 24, 2025, Mural held the Scheme Meeting and EGM
in Dublin, Ireland, in each case relating to the Acquisition. Both meetings
were held to seek shareholder approval of the Acquisition, which will be
effected by means of a “scheme of arrangement” under Chapter 1 of Part 9
of the Irish Companies Act of 2014, in accordance with Irish law. Mural
shareholders approved the proposal at the Scheme Meeting and each of the
proposals at the EGM that were required to approve and implement the scheme of
arrangement.

There were 17,324,771 ordinary shares of Mural outstanding as of 10.00 p.m.
(Irish local time) on September 18, 2025, the voting record time for the
Scheme Meeting and the EGM. A quorum was present at each of the Scheme Meeting
and the EGM. Because the votes required to approve the proposals at the Scheme
Meeting and the EGM are based on votes properly cast at the applicable
meeting, and because abstentions are not considered votes properly cast,
abstentions and broker non-votes along with failures to vote have no effect on
such proposals.

Mural will be filing a Current Report on Form 8-K with the U.S. Securities and
Exchange Commission setting forth the final results of voting on each of the
proposals submitted to a vote of Mural’s shareholders at the Scheme Meeting
and the EGM. The final results of voting on each of the proposals submitted to
a vote of Mural’s shareholders at the Scheme Meeting and the EGM are as
follows.

Scheme Meeting

At the Scheme Meeting, the Mural shareholders voted on the proposal described
below.

1. That the scheme of arrangement in its original form or with or subject to
any modification(s), addition(s) or condition(s) approved or imposed by the
Irish High Court be agreed to:

Mural shareholders approved Proposal 1 with the following voting results
including the percentage of votes cast for and against the proposal:

                                                                                 
 For                          Against                 Abstain  Broker Non-Votes  
 10,103,706     99.20%        81,149      0.79%       52,031   -                 
                                                                                 

In addition, of the 9 shareholders of record voting on the proposal, 8
shareholders of record or 88.89% of those voting, voted in favour of the
proposal and 1 shareholder of record or 11.11% of those voting, voted against
the proposal.

The Mural shares voted in favour of and against Proposal 1 represented
58.31% and 0.46%, respectively, of the 17,324,771 Mural shares outstanding as
of the voting record time and entitled to vote at the Scheme Meeting.

The votes cast in favour of Proposal 1 represented a majority in number of the
shareholders of record present and voting, either in person or by proxy, and
at least 75% of the value of the shares voted at the meeting, either in person
or by proxy.

EGM

At the EGM, Mural shareholders voted on the proposals described below.

1. To approve the scheme of arrangement in its original form or with or
subject to any modification(s), addition(s) or condition(s) approved or
imposed by the Irish High Court and authorize the directors of Mural to take
all such actions as they consider necessary or appropriate for carrying the
scheme of arrangement into effect:

Mural shareholders approved Proposal 1 at the EGM with the following voting
results including the percentage of votes cast for and against the proposal:

                                                                                 
 For                          Against                 Abstain  Broker Non-Votes  
 10,607,228     99.16%        89,435      0.83%       13,056   -                 
                                                                                 

2. To approve the amendment to the articles of association of Mural so that
any ordinary shares of Mural that are issued on or after the voting record
time to persons other than Sub and/or its nominees will either be subject to
the terms of the scheme or be immediately and automatically acquired by Sub
and/or its nominee(s) for the scheme consideration:

Mural shareholders approved Proposal 2 at the EGM with the following voting
results including the percentage of votes cast for and against the proposal:

                                                                                 
 For                          Against                 Abstain  Broker Non-Votes  
 10,647,967     99.54%        48,436      0.45%       13,316   -                 
                                                                                 

About Mural Oncology plc

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 Oncology has its registered office in Dublin, Ireland. For more
information, visit Mural Oncology’s website at www.muraloncology.com.

About XOMA Royalty

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.

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 payment of any Additional Price Per Share to Mural’s
shareholders and the expected timing of the Closing.

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 High Court of Ireland; risks
that ongoing costs to Mural will result in Mural’s actual 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’s
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 definitive proxy
statement filed with the U.S. Securities and Exchange Commission on September
23, 2025; and other potential risks and uncertainties related to XOMA Royalty,
including those described in more detail in XOMA Royalty’s most recent
Quarterly Report 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.

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.

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.

Contact:

Mural Oncology plc
ir@muraloncology.com

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