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|8-KFeb 9, 4:48 PM ET

Generation Bio Co. 8-K

Research Summary

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Generation Bio Co. Acquired by XOMA; Ends Cambridge Lease for $21.5M

What Happened
Generation Bio Co. announced that XOMA Royalty Corporation completed its acquisition of the company on February 9, 2026. The acquisition followed a tender offer that began January 9, 2026; valid tenders totaled 4,722,533 shares (about 70% of outstanding shares) and satisfied the merger conditions. Each outstanding Company share was converted into the right to receive $4.2913 in cash plus one contingent value right (CVR) under the CVR Agreement. Also on February 9, 2026, Generation Bio and landlord BMR‑Rogers Street LLC executed a Lease Termination Agreement terminating the company’s lease at 301 Binney Street (Cambridge, MA).

Key Details

  • Offer price: $4.2913 cash per share plus one non‑tradeable CVR per share (tender offer expired Feb 6, 2026; merger effective Feb 9, 2026).
  • Shares tendered: 4,722,533 shares (~70% of outstanding) — satisfied the Minimum Tender Condition; Merger Sub merged into the Company under Delaware law Section 251(h).
  • Employee awards: outstanding in‑the‑money stock options accelerated and were cashed out; out‑of‑money options cancelled; restricted stock units vested and were settled into shares prior to the Merger.
  • Lease termination: Company agreed to pay approx. $21.5 million (termination fee ~ $22.4M less February rent previously paid); landlord to return a letter of credit of approx. $2M within 30 days.
  • Governance: the Company became a wholly owned subsidiary of Parent and the Company’s certificate of incorporation and bylaws were amended and restated as of Feb 9, 2026.

Why It Matters
For investors, Generation Bio is no longer an independent public company: the Merger converted outstanding public shares into cash plus CVRs and the company now operates as a wholly owned subsidiary of XOMA Royalty Corporation. Shareholders who tendered received the cash consideration and CVR; remaining procedural rights (e.g., appraisal) are described in the Merger Agreement. The $21.5M lease termination payment is a material cash outflow tied to closing out the Company’s Cambridge headquarters lease. Governance documents were replaced, reflecting the change in control.