Full Press Release Details
Biotech Shareholders Approve Merger and Issuance of New Shares to Voyager Acquisition Corp.
SWITZERLAND - March 2, 2026 -- VERAXA Biotech AG ("VERAXA"), an emerging leader in designing novel cancer
therapies, today announced that its shareholders approved the merger between VERAXA and Veraxa Biotech Holding AG and the issuance of
new shares of the combined company at the Extraordinary General Meeting ("EGM") on February 27, 2026. Both resolutions
are prerequisites for the closing of the proposed business combination (the "Business Combination") among VERAXA,
Veraxa Biotech Holding AG and Voyager Acquisition Corp. (NASDAQ: VACH, "Voyager"), a special purpose acquisition company
sponsored by Cantor Fitzgerald & Co., Voyager Acquisition Sponsor Holdco LLC, and Odeon Capital Group LLC.
merger will be carried out by means of an absorption merger. Veraxa Biotech Holding AG, as the acquiring company, will take over VERAXA
as the transferring company and simultaneously change its name to Veraxa Biotech AG. VERAXA will continue to operate under its existing
management team led by Chief Executive Officer, Christoph Antz. Additionally, the EGM approved an ordinary capital increase of a maximum
of CHF 223,400.00 and offering the corresponding number of shares to the shareholders of Voyager in connection with the business
appreciate our shareholders' support and their approval to take the next steps in our business combination process with Voyager",
said Christoph Antz, Ph.D., Chief Executive Officer of VERAXA. "VERAXA is well-positioned to generate significant long-term value
by addressing the growing need for safer and more effective cancer therapies with a focus on antibody-drug conjugates and bispecific
T cell engagers. We look forward to continuing our path to becoming a leading innovator in cancer medicine."
to the approval of Voyager's shareholders, VERAXA and Voyager will commence final procedures towards closing the Business Combination
and the expected trading of shares of the combined company on NASDAQ under the symbol "VRXA". The resolutions of the EGM
are subject to the condition of the approval of the Business Combination by Voyager's shareholders.
the Business Combination
April 22, 2025, VERAXA entered into a definitive business combination agreement (the "Business Combination Agreement")
with Voyager Acquisition Corp., a Cayman Islands exempted company and special purpose acquisition company targeting the healthcare sector
(NASDAQ: VACH, "Voyager"). Upon closing of the Business Combination, the combined company is expected to become a publicly
traded company listed on NASDAQ trading under the symbol "VRXA".
VERAXA Biotech AG / Talacker 35 / CH-8001 Z rich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
description of the Business Combination contained herein is only a high-level summary and is qualified in its entirety by reference to
the underlying documents filed with the Securities and Exchange Commission (the "SEC"). A more detailed description
of the terms of the transaction has been provided in a proxy statement/prospectus filed with the SEC by Voyager on February 19, 2026.
VERAXA, we are building a premier engine for the discovery and development of next-generation antibody-based therapeutics, including
bispecific ADCs, bispecific T cell engagers and other innovative formats. Powered by a suite of transformative technologies and guided
by rigorous quality-by-design principles, we are rapidly advancing our pipeline of ADCs and proprietary BiTAC formats into clinical development
and beyond. VERAXA was founded on scientific breakthroughs made at the European Molecular Biology Laboratory, a world-renowned institution
known for pioneering life science research and cutting-edge technology.
Voyager Acquisition Corp.
is a special purpose acquisition company with a bold mission: to revolutionize the healthcare sector through a merger, stock purchase,
or business combination. Our team of experienced executives includes unparalleled expertise in investing, operations, and medical innovation,
supported by a vast network of connections. With these strengths, we not only seek to drive success but commit to scaling companies to
unprecedented heights in the healthcare industry. For more information, please visit https://www.voyageracq.com.
VERAXA, and their respective directors, executive officers, other members of management, and employees may be deemed participants in
the solicitation of proxies from Voyager's stockholders with respect to the Business Combination. Investors and security holders
may obtain more detailed information regarding the names and interests in the Business Combination of Voyager's directors and officers
in Voyager's filings with the SEC, including the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
amendments and supplements thereto, and other documents filed with the SEC. Such information with respect to VERAXA's directors
and executive officers is also included in the proxy statement/prospectus. You may obtain free copies of these documents as described
below under the heading "Additional Information and Where to Find It".
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Voyager
or VERAXA, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
VERAXA Biotech AG / Talacker 35 / CH-8001 Z rich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements include, without limitation, statements about future events or Voyager's or VERAXA's future
financial or operating performance. For example, statements regarding VERAXA's anticipated growth and the anticipated growth and
other metrics, statements regarding the benefits of the Business Combination, and the anticipated timing of the completion of the Business
Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "might," "plan," "possible," "project," "strive,"
"budget," "forecast," "expect," "intend," "will," "estimate,"
"anticipate," "believe," "predict," "potential" or "continue," or the negatives
of these terms or variations of them or similar terminology.
forward-looking statements regarding future events and the future results of Voyager and VERAXA are based on current expectations, estimates,
forecasts, and projections about the industry in which VERAXA operates, as well as the beliefs and assumptions of Voyager's management
and VERAXA's management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known
and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Voyager relating to its
initial public offering filed with the SEC, and in the proxy statement/prospectus filed by Voyager and VERAXA on February 19, 2026, including
those under "Risk Factors" therein, and other documents filed or to be filed with the SEC by Voyager; (ii) uncertainties;
(iii) assumptions; and (iv) other factors beyond Voyager's or VERAXA's control that are difficult to predict because they
relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises
or guarantees of future performance. Therefore, VERAXA's actual results may differ materially and adversely from those expressed
or implied in any forward-looking statements and Voyager and VERAXA therefore caution against relying on any of these forward-looking
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Voyager and its management and
VERAXA and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies,
many of which are beyond Voyager's or VERAXA's control. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Business Combination;
(ii) the outcome of any legal proceedings that may be instituted against Voyager, VERAXA, or others following the announcement of the
Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due
to the failure to obtain consents and approvals of the shareholders of Voyager, to obtain financing to complete the Business Combination
or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) the failure to realize
estimated shareholder redemptions, purchase price and other adjustments; and (v) other risks and uncertainties set forth in the filings
by Voyager with the SEC. There may be additional risks that neither Voyager nor VERAXA presently know or that Voyager and VERAXA currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking
statements made by or on behalf of Voyager or VERAXA speak only as of the date they are made. None of Voyager or VERAXA undertakes any
obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is based.
VERAXA Biotech AG / Talacker 35 / CH-8001 Z rich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
Information and Where to Find It
connection with the Business Combination Agreement, Voyager and VERAXA have filed a proxy statement/prospectus of Voyager, and will file
other documents regarding the proposed transaction 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 proposed
transaction. The definitive proxy statement and other relevant materials for the proposed transaction have been mailed or made available
to stockholders of Voyager as of a record date to be established for voting on the proposed transaction.
making any voting or investment decision, investors and stockholders of Voyager are urged to carefully read the entire registration statement,
the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these
documents, and the documents incorporated by reference therein, because they will contain important information about Voyager, VERAXA,
and the proposed transaction. Voyager's investors and stockholders and other interested persons can also obtain copies of the
registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, other documents filed