M&A - Voyager Acquisition Corp./Cayman Islands

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000182912625003355

Filing Summary: Voyager Acquisition Corp. has announced a co-discovery alliance with VERAXA Biotech AG and OmniAb, Inc. This collaboration focuses on developing a bispecific antibody drug conjugate (bsADC) program aimed at solid tumors. The partnership combines VERAXA's advanced antibody drug conjugate technology with OmniAb's antibody discovery capabilities. The agreement is part of a broader strategy by Voyager to engage in significant healthcare sector mergers and acquisitions. On April 22, 2025, VERAXA entered into a definitive business combination agreement with Voyager, which allows VERAXA to become a publicly traded company on NASDAQ upon closing. Both companies will share in the program's revenues, highlighting the strategic importance of collaboration and innovation in medical therapy development.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000182912625002875

Filing Summary: On April 22, 2025, Voyager Acquisition Corp., a Cayman Islands exempted company, entered into a Business Combination Agreement with Veraxa Biotech AG and Oliver Baumann. This agreement outlines that Voyager Acquisition Corp. will merge with a newly formed Swiss company (PubCo), which will then merge with the Company (Veraxa Biotech AG). The completion of these mergers is anticipated in the fourth quarter of 2025, pending approval from SPAC’s shareholders and other customary conditions. Key provisions include the extraction of shares and warrants from existing capital structures, the issuance of up to 5 million Earnout Shares to shareholders of Veraxa Biotech AG post-closing, and various representations and warranties that are customary in such agreements. The business combination is subject to regulatory approvals and will result in Kafka becoming a publicly traded entity listed on Nasdaq.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000182912625002874

Filing Summary: On April 22, 2025, Voyager Acquisition Corp., a Cayman Islands exempted company, entered into a Business Combination Agreement with Veraxa Biotech AG and Oliver Baumann. The agreement outlines a merger in which Voyager Acquisition Corp. will merge with a newly formed entity, Merger Sub, with subsequent steps leading to a merger between Veraxa Biotech and a public company to be established (PubCo). The Business Combination is anticipated to close in the fourth quarter of 2025, pending necessary approvals. Shareholders will exchange their shares for PubCo shares based on an Exchange Ratio, with additional potential earnout shares based on performance over the following three years. The agreement specifies representations, warranties, and covenants customary for such transactions and conditions for closing the deal, including regulatory approvals and shareholder consent. Termination clauses are also included, detailing conditions under which the agreement may be dissolved, with specified termination fees. A press release regarding the transactions was issued on April 23, 2025, accompanied by an investor presentation, detailing the strategic plans surrounding the merger.