Turnstone Biologics Corp. Enters into Agreement to be Acquired by XOMA Royalty
Corporation for $0.34 in Cash Per Share Plus a Contingent Value Right

On June 27, 2025 XOMA Royalty Corporation ("XOMA Royalty") (Nasdaq: XOMA) and Turnstone Biologics Corp. ("Turnstone" or the "Company") (Nasdaq-CM: TSBX) reported that they have entered into a definitive merger agreement ("the Merger Agreement"), whereby XOMA Royalty will acquire Turnstone for $0.34 in cash per share of Turnstone common stock ("Turnstone common stock") plus one non-transferable contingent value right ("CVR") (Press release, Turnstone Biologics, JUN 27, 2025, View Source [SID1234654159]).

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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.

Terms

Pursuant and subject to the terms of the Merger Agreement, XOMA Royalty will commence a tender offer (the "Offer") by July 11, 2025, to acquire all outstanding shares of Turnstone common stock. The closing of the Offer is subject to certain conditions, including the tender of Turnstone common stock representing at least a majority of the total number of outstanding shares, a minimum cash balance at closing, and other customary closing conditions. 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.

Advisors

Leerink Partners is acting as exclusive financial advisor and Cooley LLP is acting as legal counsel to Turnstone. Gibson, Dunn & Crutcher LLP is acting as legal counsel to XOMA Royalty.