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- Amendment includes finalized cash amount and updated CVR terms for tender offer
- LAVA announces new date for extraordinary general meeting of shareholders
EMERYVILLE, Calif. and UTRECHT, The Netherlands and PHILADELPHIA, Penn., Oct. 17, 2025 (GLOBE NEWSWIRE) -- XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ:XOMA) and LAVA Therapeutics N.V. ("LAVA") (NASDAQ:LVTX) today announced that they have reached an agreement to amend their previously announced definitive share purchase agreement (the "Purchase Agreement," and such amendment, the "Amendment").
Under the Amendment, LAVA shareholders who tender their shares will now receive (i) an initial cash amount per share of $1.04 (the "Cash Amount," as compared to the range between $1.16 and $1.24 that was originally agreed), plus (ii) a non-transferable contingent value right ("CVR") 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 $0.23 per CVR depending on the final determination after closing of certain potential liabilities (the "Offer"). In addition, LAVA and XOMA Royalty have agreed to amend LAVA's minimum net-cash closing condition to be $24.5 million, compared to the previous minimum net-cash closing condition of $31.5 million. 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.
LAVA shareholders who previously have tendered their shares do not need to re-tender their shares or take any other action in response to the extension of the Offer. LAVA shareholders have signed support agreements to tender their shares in the Offer prior to the expiration date and support the Offer.
The closing of the Offer is subject to certain conditions, including the tender of LAVA common shares representing at least 80% (or, in certain cases, 75%) 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. Following a subsequent offering period, LAVA will undergo a corporate reorganization designed to result in XOMA Royalty acquiring 100% of the shares in LAVA's successor and all then-remaining LAVA shareholders (other than XOMA Royalty) receiving the same cash and non-transferable contingent value right consideration per share as is provided in the Offer, subject to applicable withholding taxes.
