Xoma to acquire Turnstone Biologics for $0.34 in cash per share

XOMA Royalty Corporation (XOMA) and Turnstone Biologics (TSBX) announced that they have entered into a definitive merger agreement, whereby XOMA Royalty will acquire Turnstone for $0.34 in cash per share of Turnstone common stock plus one non-transferable contingent value right. Following a thorough review process conducted with the assistance of its legal and financial advisors, the Turnstone Board of Directors has unanimously determined that the acquisition by XOMA Royalty is in the best interests of all Turnstone stockholders and has approved the Merger Agreement and related transactions. Pursuant and subject to the terms of the Merger Agreement, XOMA Royalty will commence a tender offer by July 11, 2025, to acquire all outstanding shares of Turnstone common stock. Immediately following the closing of the tender offer, Turnstone will be acquired by XOMA Royalty, and all remaining shares not tendered in the offer, other than shares validly subject to appraisal, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the tender offer. Turnstone stockholders holding approximately 25.2% of Turnstone common stock have signed support agreements under which such stockholders have agreed to tender their shares in the Offer and support the merger transaction. The merger transaction is expected to close in August 2025.