FAQ on XOMA Royalty's Acquisition of LAVA Therapeutics

What is the main purpose of the agreement between XOMA Royalty and LAVA Therapeutics?

The agreement allows XOMA Royalty to acquire LAVA Therapeutics, offering between $1.16 and $1.24 per share in cash plus a contingent value right, to benefit shareholders and advance the development of gamma delta bispecific antibodies.

Why is this acquisition significant?

This acquisition is significant because it combines XOMA Royalty’s expertise in royalty acquisitions with LAVA Therapeutics’ innovative gamma delta bispecific antibodies, potentially benefiting patients and shareholders alike.

How will the acquisition process work?

XOMA Royalty will commence a tender offer to acquire LAVA Therapeutics’ shares, subject to conditions including the tender of at least 80% of LAVA’s shares and approval by LAVA’s shareholders, with the transaction expected to close in the fourth quarter of 2025.

Who is involved in this transaction?

XOMA Royalty Corporation and LAVA Therapeutics N.V. are the primary parties involved, with legal advisors Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V. representing XOMA Royalty.

When is the acquisition expected to be completed?

The acquisition is expected to be completed in the fourth quarter of 2025, following the fulfillment of all conditions including shareholder approval.

What are the implications of this acquisition for LAVA Therapeutics’ ongoing projects?

LAVA Therapeutics plans to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome and initiate the wind-down of the LAVA-1266 program as part of the acquisition process.

What benefits does the contingent value right (CVR) offer to LAVA shareholders?

The CVR offers LAVA shareholders the right to receive 75% of the net proceeds related to LAVA’s two partnered assets and 75% of any net proceeds from any out license or sale of LAVA’s unpartnered programs.

How does the Board of Directors of LAVA view this acquisition?

LAVA’s Board of Directors unanimously determined that the transactions are in the best interests of LAVA and its stakeholders, recommending shareholders support the offer.

What conditions must be met for the acquisition to proceed?

Conditions include the tender of at least 80% (or in some cases 75%) of LAVA’s shares, adoption of certain resolutions by LAVA’s shareholders, a minimum cash balance at closing, and other customary closing conditions.