Barinthus (BRNS) merges with Clywedog; Clywedog stockholders to own ~66% of combined company

Barinthus Biotherapeutics plc.

Clywedog stockholders will receive ~4.36 Topco shares per Clywedog share; Barinthus shareholders receive 1 Topco share per share.
Clywedog stockholders to own ~66% of combined entity; Barinthus shareholders ~34%.
Topco may launch self-tender offer for up to $27M of its common stock prior to Merger close.
Deal expected to close in H1 2026, subject to shareholder approvals, court sanction, antitrust clearance, and Nasdaq listing.
Voting agreements cover ~25% of Barinthus shares and all Clywedog shares; lock-ups for six months for certain insiders.

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