VERAXA Biotech and Voyager file F-4 registration for merger

VERAXA Biotech AG and Voyager Acquisition Corp. (NASDAQ: VACH) filed a Form F-4 registration statement with the Securities and Exchange Commission for their proposed business combination announced in April.

The registration statement includes a preliminary proxy statement regarding the merger between the Swiss cancer therapy company and the special purpose acquisition company. The filing contains information about Voyager's business, VERAXA's drug development pipeline, and the proposed transaction terms.

Under the business combination agreement, VERAXA's equity value contribution amounts to approximately $1.3 billion. VERAXA shareholders will receive about 130 million ordinary shares of the combined company in exchange for their existing shares. Current VERAXA shareholders and management will roll over 100% of their equity into the combined entity without receiving cash proceeds.

Assuming a $10.00 share price and no redemptions by Voyager's public shareholders, the combined entity is expected to have a pro forma equity value of approximately $1.64 billion at closing. VERAXA anticipates access to up to $253 million in cash held in Voyager's trust, before transaction costs and assuming no redemptions.

Both companies' boards of directors unanimously approved the transaction. The companies expect the merger to close in the fourth quarter of 2025, subject to shareholder approvals and customary closing conditions.

VERAXA develops antibody-based cancer therapeutics, including bispecific antibody-drug conjugates and T cell engagers. The company was founded based on research from the European Molecular Biology Laboratory.

Voyager is a healthcare-focused SPAC that completed its initial public offering and trades on NASDAQ under the ticker VACH.

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