The Ademi Firm is investigating HilleVax (NASDAQ: HLVX) for possible breaches of fiduciary duty and other violations of law in its transaction with XOMA Royalty Corporation.
In the transaction, shareholders of HilleVax will receive $1.95 per share in cash plus contingent value rights. The CVR provides potential additional payments based on HilleVax’s remaining cash above $102.95 million, savings from Boston office lease obligations, and proceeds from any sale of the company’s norovirus vaccine programs within specified timeframes.
HilleVax insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for HilleVax by imposing a significant penalty if HilleVax accepts a competing bid. We are investigating the conduct of the HilleVax board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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