WALTHAM, Mass. and DUBLIN, Ireland, Sept. 23, 2025 (GLOBE NEWSWIRE) -- Mural Oncology plc, (Nasdaq: MURA) ("Mural"), a clinical-stage immuno-oncology company, today announces for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules 2022 (the "Irish Takeover Rules"), that it has published the definitive proxy statement of Mural relating to the Acquisition described below, which also constitutes a scheme circular under Irish law (the "Proxy Statement") and that Mural has commenced mailing the Proxy Statement to Mural shareholders.
As previously announced on August 20, 2025, XOMA Royalty Corporation (Nasdaq: XOMA) ("XOMA Royalty") and Mural entered into a definitive transaction agreement pursuant to which XRA 5 Corp., a newly formed company wholly owned by XOMA Royalty ("Sub"), has agreed to acquire the entire issued and to be issued share capital of Mural (the "Acquisition") pursuant to an Irish High Court sanctioned "scheme of arrangement" under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the "Scheme").
The Proxy Statement contains important information about the Acquisition for Mural shareholders including, among other things, the full terms and conditions of the Acquisition, instructions on how Mural shareholders may attend the meetings and vote in respect of the Acquisition, information required under Section 452 of the Irish Companies Act 2014 and details of the actions to be taken by Mural shareholders in relation to the Scheme.
In accordance with Rule 15(c) of the Irish Takeover Rules, the holders of Mural equity awards have been sent a proposal describing the treatment of the Mural equity awards in the Acquisition. A copy of the Proxy Statement is also being sent to the holders of Mural equity awards with the Rule 15 proposal for informational purposes only.
Copies of the documents referred to above, and all of the documents required to be made available in accordance with Rule 26 of the Irish Takeover Rules, are available on Mural's website at https://ir.muraloncology.com/strategic-review.
Further, notices convening the scheme meeting of Mural shareholders to consider and vote on the Scheme (the "Scheme Meeting") and the related extraordinary general meeting (the "EGM") are contained in the Proxy Statement. The Scheme Meeting will be held on October 24, 2025 at 10:30 a.m. Irish local time. Following this meeting, the EGM will be held at 10:45 a.m. Irish local time (or, if the Scheme Meeting has not concluded by 10:45 a.m. Irish local time, as soon as possible after the conclusion or adjournment of the Scheme Meeting). Both the Scheme Meeting and the EGM will be held at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland.
About Mural
Mural Oncology plc is a biotechnology company focused on using its protein engineering platform to develop cytokine-based immunotherapies for the treatment of cancer with the goal of delivering meaningful and clinical benefits to people living with cancer.
On March 25, 2025, Mural announced that, based on the interim analysis of results, its Phase 3 ARTISTRY-7 trial of nemvaleukin alfa ("nemvaleukin") in combination with pembrolizumab did not achieve its primary endpoint of a statistically significant improvement in overall survival versus investigator's choice chemotherapy. Mural also announced that ARTISTRY-7 would not continue to final analysis and Mural would cease development of nemvaleukin for platinum resistant ovarian cancer. On April 15, 2025, Mural announced that following review of data from its Phase 2 ARTISTRY-6 trial of nemvaleukin in mucosal and cutaneous melanoma and the previously announced results from the ARTISTRY-7 trial, Mural was discontinuing all clinical development of nemvaleukin and planned to immediately commence an exploration of strategic alternatives focused on maximizing shareholder value.
Mural Oncology has its registered office in Dublin, Ireland, and its primary facilities in Waltham, Mass. For more information, visit Mural Oncology's website at www.muraloncology.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULES 17.1(b) AND 15(c) OF THE IRISH TAKEOVER RULES
Contact:
Mural Oncology plc
ir@muraloncology.com
Lucid Capital Markets, LLC
570 Lexington Ave, 40th Floor
New York, NY 10022
No Offer or Solicitation
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any recommendation or offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any proxy, vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Acquisition is being made solely by means of a Proxy Statement distributed to Mural's shareholders and containing a description of the Scheme and the full terms and conditions of the Acquisition, including details of how Mural's shareholders may vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Proxy Statement and the Scheme.
Important Additional Information and Where to Find It
In connection with the Acquisition, Mural has filed with the Securities and Exchange Commission ("SEC") a Proxy Statement relating to the Scheme Meeting and the EGM (which includes the Scheme). The definitive Proxy Statement has been sent to Mural shareholders as of the record date for voting at the Scheme Meeting and EGM. This announcement is not a substitute for the Proxy Statement or any other document that Mural may file with the SEC or send to its shareholders in connection with the Acquisition. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF MURAL SHARES ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS REFERENCED OR INCLUDED THEREIN, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME AND RELATED MATTERS.
Any vote in respect of the resolutions proposed at the Scheme Meeting or the EGM to approve the Acquisition, the Scheme or related matters, or other responses in relation to the Acquisition, should be made only on the basis of the information contained in the Proxy Statement (including the Scheme). The Proxy Statement, as well as Mural's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and at Mural's website https://ir.muraloncology.com/. Mural's shareholders will also be able to obtain, without charge, a copy of the Proxy Statement (including the Scheme) and other relevant documents by directing a written request to Mural, Attn: Chief Legal Officer, Mural Oncology plc, Ten Earlsfort Terrace, D02 T380, Dublin 2, Ireland or by phone to +353 1 920 1000 or by contacting Investor Relations, via email at ir@muraloncology.com.
Participants in the Solicitation
Mural and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Mural's shareholders in connection with the Acquisition and any other matters to be voted on at the Scheme Meeting or the EGM. Information about the directors and executive officers of Mural, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement and in Mural's definitive proxy statement on Schedule 14A for its 2025 annual general meeting of shareholders, filed with the SEC on April 28, 2025. Other information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of Mural's shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement and other relevant materials filed with the SEC in connection with the Acquisition. You may obtain free copies of these documents using the sources indicated above.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this announcement regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Mural, XOMA Royalty or Sub. Forward-looking statements are intended to be identified by words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include but are not limited to statements regarding Mural, XOMA Royalty and Sub's intention to consummate the Acquisition, the approval of the Acquisition by Mural's shareholders, the payment of any Additional Price Per Share to Mural's shareholders, and the expected timing of the Closing.
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