VERAXA Biotech and Voyager Acquisition Corp. Announce Business Combination Agreement

Zurich, Switzerland, and Brooklyn, New York, USA, April 23, 2025 -- VERAXA Biotech AG and Voyager Acquisition Corp. (NASDAQ: VACH) have announced a definitive business combination agreement. The proposed combination would result in a publicly traded, clinical-stage biopharmaceutical company, VERAXA Biotech AG, focused on next-generation cancer therapies, and is expected to list on NASDAQ under the ticker symbol “VERX.”

VERAXA is developing Antibody-Drug Conjugates (ADCs) and other antibody-based therapies through its Bi-Targeted Antibody Cytotoxicity (“BiTAC”) technology. The company is pursuing two major drug modalities: next-generation bispecific antibody drug conjugates (BiTAC ADCs and bsADCs) and Bi-specific antibodies targeting key immune cells (T cell engagers, or TCEs).

Key Highlights:

• VERAXA’s BiTAC platform targets solid tumor cancer therapies, including ADC and Bispecific T-cell Engager candidates.
• The company is pursuing strategic partnerships and licensing opportunities in 2025 and 2026.
• The transaction values VERAXA at a pre-money equity value of $1.3 billion.
• VERAXA is raising a crossover financing round, expected to close before the business combination, alongside up to $253 million in cash held in trust.
• The business combination is expected to be completed in the fourth quarter of 2025.

Under the agreement, VERAXA’s equity value contribution will be approximately $1.3 billion, with VERAXA’s shareholders receiving approximately 130 million ordinary shares of the combined company. Assuming a share price of $10.00 per share and no redemptions, the combined entity is expected to have an implied pro forma equity value of approximately $1.64 billion at closing.

The boards of directors of both Voyager and VERAXA have approved the Business Combination, which is subject to shareholder approvals and other customary closing conditions.