VERAXA Biotech and Voyager Acquisition Corp. Announce Business Combination Agreement to Create Nasdaq-Listed Biopharmaceutical Company Advancing a Pipeline of Next-Generation Cancer Therapies

   -- VERAXA's Novel BiTAC Platform has the Potential to Deliver Multiple 
      Next-Generation Solid Tumor Cancer Therapies, Including Novel 
      Antibody-Drug Conjugate ("ADC") and Bispecific T-cell Engager ("TCE") 
      Candidates, with Strong and Differentiated Clinical Profiles 
 
   -- Company Pursuing Multiple Strategic Partnerships and Licensing 
      Opportunities in 2025 and 2026 
 
   -- Transaction Values VERAXA at a Pre-money Equity Value of $1.3 Billion 
 
   -- Actively Working with Existing and New VERAXA Investors to Raise a 
      Crossover Financing Round, which is Expected to Close Ahead of the 
      Business Combination, Alongside up to $253 Million in Cash Held in Trust 
 
   -- Business Combination is Expected to be Completed in the Fourth Quarter of 
      2025 
 
   -- A Joint Investor Presentation Providing an Overview of the Proposed 
      Transaction can be Viewed: https://dealroadshow.com/e/VER2025 

ZURICH, Switzerland, and BROOKLYN, New York, April 23, 2025 (GLOBE NEWSWIRE) -- VERAXA Biotech AG ("VERAXA" or the "Company"), an emerging leader in designing novel cancer therapies, and Voyager Acquisition Corp., a Cayman Islands exempted company and special purpose acquisition company targeting the healthcare sector (NASDAQ: VACH, "Voyager" or the "SPAC"), announced today that they have entered into a definitive business combination agreement (the "Business Combination Agreement"). The proposed business combination (the "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 is expected to list on NASDAQ under the proposed ticker symbol "VERX."

VERAXA Overview

VERAXA is advancing a premier drug discovery and development engine for ADCs and other novel antibody-based therapy concepts. Through Bi-Targeted Antibody Cytotoxicity ("BiTAC"), a powerful and scalable proprietary technology platform that enables a highly specific dual-marker approach, the Company is accelerating a pipeline of next-generation cancer therapies that have the potential to expand the therapeutic window of current solid tumor standard of care treatments through improved safety and efficacy profiles.

The Company has recently widened the scope of its AI-enabled technology platform and is now actively pursuing two major drug modalities:

   -- Next-generation bispecific antibody drug conjugates, BiTAC ADCs and 
      bsADCs, and 
 
   -- Bi-specific antibodies targeting key immune cells, also called T cell 
      engagers, or TCEs. 

Both therapeutic modalities represent highly active and growing markets within the cancer therapy sector, respectively. The global TCE market is projected to reach $112 billion in 2030 with a CAGR of >44%. Similarly, the global ADC market size is projected to reach $57 billion by 2030 with a CAGR of close to 30%.

"VERAXA is committed to developing and delivering the next wave of safe and highly efficacious cancer therapies. Our platform technologies can be applied to empower multiple therapeutic strategies spanning next-generation antibody-drug conjugates including our BiTAC ADCs and bi-specific BiTAC immune cell engagers," stated Christoph Antz, Ph.D., CEO and Co-Founder of VERAXA. "Side effects too often limit today's cancer therapies and prevent 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."

VERAXA's pipeline currently comprises nine discovery and development programs at various stages in development, including an active Phase 1 program in leukemia. The Company's most advanced clinical asset, VX-A901, is a highly differentiated Fc-enhanced therapeutic antibody targeting FLT3 and has shown potent anti-cancer activity. VX-A901 has backbone therapy potential addressing different patient groups across several treatment lines and settings with a complementary Mechanism of Action to currently available treatment options. Through a two-fold approach of pursuing both internal innovation and strategic partnerships, the Company anticipates having a robust pipeline by 2029, including three proprietary development programs in the clinic and a growing portfolio of licensed assets.

VERAXA is led by an experienced team headed by Chief Executive Officer Christoph Antz, Ph.D and Chief Business Officer Heinz Schwer, Ph.D., MBA., both serial entrepreneurs and former venture capital investors. The leadership team is supported by international scientific advisors including Prof. Dr. Ralf C. Bargou, a renowned immuno-oncology expert whose scientific work has contributed to the successful development of the first FDA-approved bispecific cancer therapy with blinatumomab.

VERAXA Biotech's majority shareholders are Xlife Sciences AG (SIX: XLS), a Swiss-based publicly listed life science incubator fund, the European Molecular Biology Laboratory ("EMBL"), and its technology transfer arm EMBLEM.

"Voyager's mission is to identify innovative healthcare companies positioned for long-term success with strong business models and expansive total addressable markets. VERAXA exemplifies all these compelling characteristics, underscored by a steadfast commitment to bring transformative drug modalities to cancer patients through pursuing strategic global partnerships and advancing its proprietary pipeline," stated Adeel Rouf, Chief Executive Officer and Director of Voyager Acquisition Corp. "We believe that the rapid change that ADCs and bispecific therapies have delivered and will continue to deliver to cancer therapy creates compelling opportunities for those with the vision to capitalize on them."

"The planned NASDAQ listing of VERAXA Biotech marks a pivotal milestone for both VERAXA and Xlife Sciences and exemplifies our mission of bringing groundbreaking science from the lab to life - and to the market, " stated Oliver Baumann, Acting Chairman of the VERAXA Board and CEO of Xlife Sciences. "The access to the U.S. capital markets provided by this combination will support the realization of Veraxa's powerful technology platform and clinical assets, paving the way for potential significant value creation. We are proud to have supported VERAXA from its inception and, as one of the Company's largest shareholders, we are confident that this transaction will significantly accelerate its ability to deliver first-in-class therapies to patients worldwide."

"We believe next-generation ADCs and bispecifics will continue to revolutionize oncology, due to their significant improvement over standard of care treatments and higher probability of technical and regulatory success compared to other oncology drugs, as evidenced by multiple deals in excess of $1 billion each since 2023 in this space," stated Warren Hosseinion, M.D., Chairman of the Board of Voyager Acquisition Corp. "VERAXA's robust pipeline of drug candidates was developed by leveraging its next-generation technology platform approach to drug discovery, development, and delivery, which we believe has the potential to dramatically cut development costs and time."

Transaction Overview

Under the terms of the Business Combination Agreement, VERAXA's equity value contribution into the Business Combination will amount to approximately $1.3 billion. Accordingly, VERAXA's shareholders will receive approximately 130 million ordinary shares of the combined company in exchange for their existing VERAXA shares. Existing VERAXA shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.

Assuming a share price of $10.00 per share and no redemptions of Voyager's shares by Voyager's public shareholders, VERAXA (as a combined entity) is expected to have an implied pro forma equity value of approximately $1.64 billion at closing.

Upon the closing of the Business Combination, VERAXA anticipates access to approximately up to $253 million in cash held in trust by Voyager, prior to the payment of transaction costs of VERAXA and Voyager, and assuming no redemptions by Voyager's public shareholders.

Additionally, VERAXA is actively raising a crossover financing round from existing and new investors, which the Company expects to close prior to the completion of the Business Combination. Net proceeds from this capital raise are expected to provide VERAXA with sufficient capital for the next two years, not including various potential partnering and co-development opportunities.

The boards of directors of both Voyager and VERAXA have unanimously approved the Business Combination. Voyager and VERAXA expect the Business Combination to close in the fourth quarter of 2025. The transaction is subject to approval of Voyager's and VERAXA's shareholders and the satisfaction of certain other customary closing conditions.

Additional information about the transaction will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov. In addition, VERAXA intends to file relevant materials with the SEC, including a registration statement on Form F-4 (the "Registration Statement") to be filed with the SEC, which will include a proxy statement/prospectus of Voyager, and will file other documents regarding the Business Combination with the SEC. This communication Is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that Voyager has filed or may file with the SEC in connection with the Business Combination.

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