VERAXA Biotech Shareholders Approve Merger and Issuance of New Shares to Voyager Acquisition Corp.

Key Points of the Announcement

• VERAXA Biotech AG shareholders have approved a merger with Veraxa Biotech Holding AG and Voyager Acquisition Corp. (NASDAQ: VACH), a special purpose acquisition company (SPAC).
• The merger will occur through an absorption mechanism, with Veraxa Biotech Holding AG acquiring VERAXA and changing its name to Veraxa Biotech AG.
• VERAXA will continue to operate under its current management, led by CEO Dr. Christoph Antz.
• The Extraordinary General Meeting (EGM) also approved an ordinary capital increase of up to CHF 223,400.00, with new shares to be offered to Voyager shareholders as part of the business combination.

Details Investors Need to Know

• The merger is a prerequisite for the closing of the proposed business combination, which, if completed, will result in the combined company trading on NASDAQ under the symbol “VRXA”.
• Final closing is subject to Voyager’s shareholder approval and other customary conditions. If completed, the transaction is expected to provide VERAXA with access to public markets, potentially enhancing its capital base and visibility.
• VERAXA is focused on next-generation cancer therapies, including antibody-drug conjugates (ADCs) and bispecific T cell engagers, which are sectors with high growth potential and investor interest.
• The approved capital increase and issuance of new shares could affect the shareholding structure and dilution for existing shareholders. Investors should monitor updates regarding the share allocation and the impact on market capitalization.
• Shareholder approval of both the merger and the capital increase signals strong support for the company’s strategy, which may positively influence investor sentiment and share price ahead of the expected NASDAQ listing.
• Risks remain, including the possibility of not obtaining Voyager shareholder approval, financing issues, regulatory hurdles, and potential legal proceedings. These factors could delay or derail the transaction.

Strategic Rationale and Future Outlook

VERAXA’s CEO, Dr. Christoph Antz, commented that the merger positions the company to generate significant long-term value by addressing the urgent need for safer and more effective cancer therapies. The company is advancing a pipeline of innovative formats, such as bispecific ADCs and proprietary BiTACs, based on scientific breakthroughs from the European Molecular Biology Laboratory.

Voyager Acquisition Corp. brings to the table a team with substantial expertise in investing, operations, and medical innovation, as well as deep sector connections. The business combination aims to leverage these strengths to accelerate VERAXA’s growth and scale in the healthcare sector.

Important Shareholder Considerations

• The definitive proxy statement and prospectus related to the transaction have been filed with the SEC and made available to Voyager shareholders. Investors are strongly urged to review these documents before making any voting or investment decisions.
• The transaction is not yet finalized and remains subject to further approvals. Any material changes or developments could impact the share price and investor returns.
• Forward-looking statements in the report highlight risks and uncertainties—including possible termination of the business combination agreement, failure to obtain necessary consents, regulatory delays, and unforeseen market developments. These could materially affect the outcome and share value.

Contact Information

VERAXA Biotech AG
CEO: Dr. Christoph Antz
Email: [email protected]
Voyager Acquisition Corp.
CEO and Director: Mr. Adeel Rouf
Email: [email protected]
Media and Investors:
Mario Brkulj, Valency Communications
Email: [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice, a solicitation, or an offer to buy or sell any securities. All forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Investors should review all relevant filings with the SEC and consult their financial advisors before making any investment decisions.

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