XOMA Royalty to acquire Generation Bio for $4.2913/share plus CVR tied to Moderna deal

Generation Bio Co.

Cash consideration of $4.2913 per share plus one non-transferable CVR per share; CVR payments from net cash >$29M, lease savings, Moderna milestones/royalties, and ctLNP platform licensing.
Tender offer expected to close in February 2026; condition requires at least a majority of shares tendered; support agreements cover ~15% of outstanding shares.
CVR holders receive up to 90% of Moderna collaboration proceeds (years 1-3) and up to 70% of platform licensing proceeds (years 1-2), declining over 10-year period.
Generation Bio Board unanimously approved; termination fee of $840k payable by Generation Bio under certain circumstances.
Acquisition provides XOMA Royalty with potential milestone and royalty payments from Generation Bio's existing Moderna collaboration.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Generation Bio Co. entered into Agreement and Plan of Merger with XOMA Royalty Corporation (Parent) and XRA 7 Corp. (Merger Sub) (effective 2025-12-15).

Action: entry
Agreement: merger
Counterparty: XOMA Royalty Corporation (Parent) and XRA 7 Corp. (Merger Sub)
Effective: 2025-12-15

Exact text from the filing

On December 15, 2025, Generation Bio Co., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with XOMA Royalty Corporation, a Nevada corporation (“Parent”), and XRA 7 Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Entities”).

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Source: SEC EDGAR

accession 0001104659-25-121219

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