LVTX News & Events

XOMA Royalty (XOMA) completed its previously announced acquisition of all the outstanding common shares of LAVA Therapeutics (LVTX) with a nominal value of EUR 0.12 per share. LAVA shareholders received $1.04 in cash per Share and a non-transferrable contingent value right per Share representing the right to receive certain cash payments, including the right to receive, among other things, 75% of any net proceeds related to LAVA's two partnered assets plus 75% of any net proceeds from any out license or sale of LAVA's unpartnered programs plus the right to receive up to approximately $0.23 per CVR depending on the final determination after closing of certain potential liabilities. As of the Final Expiration Date, a total of 23,956,708 Shares were validly tendered, and not validly withdrawn, representing approximately 91.1% of the outstanding Shares as of the Final Expiration Date. Following the acceptance for payment of all Shares tendered in the subsequent offering period, LAVA consummated a corporate reorganization resulting in XOMA Royalty acquiring 100% of the shares in LAVA's successor and all then-remaining LAVA shareholders receiving the same cash and CVR consideration per share as is provided in the tender offer, subject to applicable withholding taxes. Prior to the opening of trading on November 21, 2025, public trading of the Shares was suspended, and LAVA intends promptly to cause such Shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

LAVA Therapeutics (LVTX) announced that 22,877,463 of LAVA's common shares, representing approximately 87% of LAVA's outstanding common shares, were validly tendered and not withdrawn prior to the expiration of the initial offering period one minute after 11:59 p.m. Eastern Time on November 12, 2025. As a result, the minimum tender condition and other conditions of the previously announced tender offer of XOMA Royalty Corporation (XOMA) to acquire LAVA have been satisfied. All validly tendered shares are expected to be accepted for payment on or about November 13, 2025. The subsequent offering period has now commenced. LAVA shareholders who have not yet tendered their common shares may still tender during the subsequent offering period, which will expire one minute after 11:59 p.m. Eastern Time on November 20, 2025. Any common shares tendered during the subsequent offering period may not be withdrawn. LAVA's common shares are expected to be suspended from trading on the Nasdaq Global Select Market prior to the opening of the market on or about November 21, 2025. LAVA also announced that it has submitted written notice to Nasdaq of its intention to voluntarily delist its common shares from Nasdaq. The voluntary delisting is subject to and conditioned upon the acquisition by XOMA Royalty of all common shares validly tendered and not properly withdrawn in accordance with the previously disclosed purchase agreement entered into between LAVA and XOMA Royalty. On or about November 24, 2025, LAVA expects Nasdaq will file with the U.S. Securities and Exchange Commission a notification of removal from listing of its common shares on Nasdaq. Completion of the tender offer remains subject to the conditions described in the tender offer statement on Schedule TO filed by XOMA Royalty with the SEC.

XOMA Royalty Corporation (XOMA) and LAVA Therapeutics N.V. (LVTX) announced that they have reached an agreement to amend their previously announced definitive share purchase agreement. Under the Amendment, LAVA shareholders who tender their shares will now receive (i) an initial cash amount per share of $1.04, plus (ii) a non-transferable contingent value right per share representing the right to receive certain cash payments, including (A) the previously announced rights to receive, among other things, 75% of the net proceeds related to LAVA's two partnered assets plus 75% of any net proceeds from any out license or sale of LAVA's unpartnered programs, plus (B) a new right to receive up to approximately 23c per CVR depending on the final determination after closing of certain potential liabilities. In addition, LAVA and XOMA Royalty have agreed to amend LAVA's minimum net-cash closing condition to be $24.5M, compared to the previous minimum net-cash closing condition of $31.5M. LAVA and XOMA Royalty are entering into the Amendment in light of their current understanding of potential liabilities, associated expenses, and the most recent estimates of LAVA's expected cash balance at closing. LAVA will be filing the Amendment, including the amended form of CVR, on a Current Report on Form 8-K. The Offer, which was previously scheduled to expire one minute after 11:59 p.m. Eastern Time on October 17, 2025, has been extended until one minute after 11:59 p.m. Eastern Time on November 12, 2025, unless the Offer is further extended or earlier terminated. The proposed acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions. The closing of the Offer is subject to certain conditions, including the tender of LAVA common shares representing at least 80% of LAVA's issued and outstanding shares, the condition that certain resolutions are adopted by LAVA's shareholders meeting, a minimum net-cash balance at closing, and other customary closing conditions.