On October 24, 2025 Mural Oncology plc (Nasdaq: MURA) ("Mural") reported 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.
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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
(Press release, Mural Oncology, OCT 24, 2025, View Source [SID1234656977])