Latham & Watkins Advises HilleVax in Acquisition by XOMA Royalty for US$1.95 in Cash Per Share Plus a Contingent Value Right via a Tender Offer

HilleVax, Inc. (NASDAQ: HLVX) and XOMA Royalty Corporation (NASDAQ: XOMA) announced that they have entered into a definitive merger agreement, whereby XOMA Royalty will acquire all of the issued and outstanding common shares of HilleVax for US$1.95 in cash per share of HilleVax common stock, plus one non-transferable contingent value right, which represents the right to receive a pro rata portion of: (i) any remaining HilleVax cash in excess of US$102.95 million; (ii) between 90 and 100% of certain savings realized by XOMA Royalty following closing on the company’s Boston office lease obligations, including the net proceeds received from the sublease of the premises, and (iii) 90% of any net proceeds received by XOMA Royalty within five years following regulatory approval from any sale, transfer, license or other disposition of any and all remaining norovirus vaccine programs of HilleVax if such disposition or a financing of such program occurs within two years following closing.

Latham & Watkins LLP represents HilleVax in the transaction with a multidisciplinary corporate deal team led by partners Daniel Rees and Matthew Bush, with associates Shannon Cheng, Tiana Baghdikian, Ivana Valdez, Joanna Yam, and Shelby Harrison. Advice was provided on FDA/healthcare regulatory matters by Bay Area partner Betty Pang and Washington, D.C. counsel Chad Jennings; on intellectual property matters by San Diego partner Chris Hazuka, with associate Kristina Funahashi; on tax matters by Los Angeles partner Eric Cho, with associate Ryan Brenner; on benefits and compensation matters by San Diego partner Holly Bauer and Orange County counsel Sara Schlau, with associate Iryna Onyshchenko; and on data privacy and cybersecurity matters by Bay Area partner Heather Deixler, with associate Claire Jensen.