XOMA Royalty Corporation (XOMA) announced Friday that it has entered into a definitive merger agreement to acquire Turnstone Biologics Corp. (TSBX) for $0.34 per share in cash plus a non-transferable contingent value right or CVR per share. Specific terms of the CVR were not disclosed.
The acquisition follows a strategic review by Turnstone's board, which unanimously approved the transaction, citing it as being in the best interest of shareholders.
The agreement includes a tender offer to be launched by July 11, 2025, to acquire all outstanding shares of Turnstone.
Upon completion of the tender offer, XOMA will acquire all remaining shares under the same terms.
The merger is expected to close in August 2025, pending customary conditions, including the tender of a majority of Turnstone shares. Shareholders holding approximately 25.2 percent of Turnstone stock have already agreed to support the deal.
The transaction is structured to provide upfront liquidity to Turnstone shareholders while allowing potential future upside through the CVR.
Turnstone is a clinical-stage biotech company focused on Selected TIL or tumor-infiltrating lymphocyte therapies for solid tumors, including pancreatic cancer.
XOMA, a biotechnology royalty aggregator, acquires economic rights to pre-commercial and commercial-stage therapeutic assets, providing non-dilutive funding to biotech companies in exchange for future royalty streams.
Currently, XOMA is trading at $27.44, up by 0.46 percent on the Nasdaq.
Currently, TSBX is trading at $0.35, up by 5.33 percent on the Nasdaq.
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