XOMA Corporation (XOMA) Proxy filing summary

Executive summary

• Announced a definitive agreement to acquire XOMA Royalty Corporation for $39 per share in cash plus a CVR tied to litigation proceeds, expected to close in Q3 2026 pending shareholder and regulatory approval.

• The acquisition will add seven commercial royalties, 14 late-stage, and over 100 early-stage programs, more than doubling the portfolio size and accelerating both near- and long-term growth.

• The deal is immediately accretive, projected to add $0.50 to adjusted EPS in 2026 and $1.50 in 2027, with significant operational and financial synergies anticipated.

• Funding will be through a combination of cash on hand and a credit facility, with sufficient capacity retained for ongoing capital deployment.

• The layered portfolio structure provides diversification across therapeutic areas and development stages, supporting sustained and compounding growth.

Voting matters and shareholder proposals

• Shareholders of XOMA Royalty will vote on the proposed acquisition, with proxy statements to be filed and mailed to stockholders.

• Approval of the transaction requires both shareholder and regulatory consent, with detailed information to be provided in the proxy statement.

Board of directors and corporate governance

• XOMA Royalty’s directors, executive officers, and management may be deemed participants in the proxy solicitation for the acquisition.

• Additional information on interests of directors and officers will be disclosed in the proxy statement.