From Lab to Unicorn: Xlife Sciences AG Portfolio Company VERAXA Biotech AG to merge with Voyager Acquisition Corp. listed on NASDAQ

The proposed transaction values VERAXA Biotech AG at USD 1.64 billion with expected gross cash proceeds up to USD 253 million held in trust by Voyager Acquisition Corp.

Zurich, 23^rd of April 2025: Xlife Sciences AG («Xlife Sciences»; SIX:XLS), a leader for value development and commercialization of early-stage research projects, announces that its portfolio company, VERAXA Biotech AG («VERAXA»), a biopharmaceutical company focused on innovation-led cancer therapeutics, intends to list as a public company on the NASDAQ Global Market («NASDAQ») through a strategic merger with Voyager Acquisition Corp. («Voyager» or «SPAC»; NASDAQ:VACH). The proposed business combination would create a publicly traded, clinical-stage biopharmaceutical company focused on the development of a comprehensive pipeline of next-generation cancer therapies. Upon closing of the transaction, VERAXA Biotech AG will be listed on NASDAQ under the proposed ticker symbol «VERX».

VERAXA, a Swiss-based biopharmaceutical company with research and development facilities in Heidelberg, Germany, focuses on pioneering next-generation antibody drug conjugates (ADCs) and bispecific T cell engagers (TCEs). A new oncological standard was already set by introducing their new BiTAC platform: BiTAC stands for Bi-targeted Tumor-Associated Cytotoxicity. It uses a new type of antibody design that works like a safety switch. The treatment is made up of two separate parts that only come together and become active when certain specific conditions are met. ADCs and TCEs are innovative and precise therapeutic classes that hold significant potential for revolutionizing cancer treatment with higher efficacy and have been at the forefront of notable licensing and M&A activities within the biotech industry.

The transaction values VERAXA, which is one of Xlife Sciences’ key portfolio businesses (current stake: ~18%), at approximately USD 1.3 billion (excluding trust funds). VERAXA’s shareholders will receive approximately 130 million shares of the combined company. Assuming a share price of USD 10.00 and no redemptions, the implied pro forma equity value of the combined entity will be approximately USD 1.64 billion. The business combination is expected to close in Q4 2025.

Upon completion, VERAXA expects to access gross proceeds of up to USD 253 million held in Voyager’s trust account (before transaction costs and subject to no redemptions). Additionally, VERAXA is raising a crossover financing round from new and existing investors. These proceeds are expected to provide capital for at least two years and support the pursuit of key partnerships and co-development opportunities.

The planned listing on NASDAQ will enhance VERAXA’s visibility in the global biotech market and provide access to institutional investors that will support its expansion strategy.

Oliver R. Baumann, CEO of Xlife Sciences AG, commented: «The planned NASDAQ listing of VERAXA marks a pivotal milestone for both VERAXA and Xlife Sciences. It exemplifies our mission to bring groundbreaking science from the lab to life - and to the market. VERAXA's powerful antibody engineering platforms, especially the BiTAC format, are set to redefine standards in oncology by tackling one of the biggest challenges in cancer care: balancing efficacy with safety. We are proud to have supported VERAXA from its inception and are confident that this transaction will significantly accelerate its ability to deliver first-in-class therapies to patients worldwide.»

«VERAXA is committed to delivering the next wave of smart, safe and highly efficacious cancer therapies. As one of only few biopharma companies in the industry, our platform technologies can be applied to empower multiple therapeutic strategies spanning next-generation antibody-drug conjugates, bi-specific immune cell engagers, and potentially even radiopharmaceuticals.» commented Christoph Antz, Ph.D., CEO and Co-Founder of VERAXA Biotech AG. «Side effects are too often limiting today’s cancer therapies and block doctors from applying optimal dose levels. Our latest platform innovation, the BiTAC format, is designed to specifically address this issue and create first-in-class drug candidates with unprecedented safety and efficacy.»

Warren Hosseinion, M.D., Chairman of Voyager Acquisition Corp., stated: «We believe ADCs will revolutionize oncology due to their significant improvement over standard of care across a wide range of cancers and higher probability of technical and regulatory success compared to other oncology drugs, as evidenced by multiple deals in excess of USD 1 billion each since 2023 in this space. VERAXA’s pipeline of drug candidates was developed by leveraging its AI-enabled technology platform approach to drug discovery and development.»

Further details about the proposed acquisition and transaction timeline will be shared in due course.

Financial calendar

Kontakt
Information for investors and journalists: Xlife Sciences AG, Dr. Dennis Fink, dennis.fink@xlifesciences.ch

Xlife Sciences AG, 
Talacker 35, 
8001 Zurich, 
Switzerland,
Phone +41 44 385 84 60
info@xlifesciences.ch, www.xlifesciences.ch, 
Commercial Register Zurich CHE-330.279.788 
Stock Exchange: SIX Swiss Exchange