XOMA Royalty Announces Closing of Transactions to Acquire LAVA Therapeutics N.V.

Rhea-AI Summary

XOMA Royalty (Nasdaq: XOMA) announced on Nov 21, 2025 it has completed its acquisition of all outstanding common shares of LAVA Therapeutics (Nasdaq: LVTX). LAVA shareholders received $1.04 cash per share plus a non-transferable contingent value right (CVR) that may pay up to ~$0.23 per CVR depending on post-closing liability determinations. Approximately 23,956,708 shares (91.1%) were tendered by the final expiration date; XOMA Royalty acquired 100% of LAVA’s successor via a corporate reorganization. Trading of LAVA shares was suspended before Nov 21, 2025, and LAVA intends to delist and deregister its shares.

Deal highlights: two partnered bispecific antibody programs with Johnson & Johnson and Pfizer; cash consideration and CVR structure for shareholders.

Positive

• Acquisition completed on Nov 21, 2025
• Cash consideration of $1.04 per share
• CVR offers up to $0.23 per share
• Acquired two partnered programs with J&J and Pfizer

Negative

• CVR is non-transferrable, limiting liquidity for holders
• CVR payout depends on post-closing liabilities
• LAVA shares were suspended and will be delisted

Insights

Corporate transactions analyst

XOMA Royalty completed acquisition of LAVA for cash plus CVRs; near-term value depends on partnered program proceeds and CVR outcomes.

The transaction transfers full ownership of LAVA Therapeutics N.V. to XOMA Royalty in exchange for $1.04 per share in cash and a non-transferrable contingent value right per share that may pay up to $0.23. The deal consolidates two early‑stage bispecific oncology programs that are partnered with Johnson & Johnson and Pfizer, and the CVR entitles holders to 75% of certain net proceeds from those partnered assets and from any out‑license or sale of unpartnered programs, plus contingent adjustments for potential liabilities.

The primary dependencies are the timing and size of any partner milestones, royalties or proceeds and the post‑closing determination of liabilities that affect CVR payout. Risks include uncertain milestone schedules, the non‑transferable nature of the CVR, and the fact that the announced cash portion is fixed and limited. Watch for (1) any public disclosures from the partners on program advancement or milestone payments, (2) the final calculation and payment related to the CVR liability adjustment, and (3) filings showing Nasdaq delisting and deregistration actions; expect meaningful updates on milestones or CVR settlements over a multi‑year horizon, with near‑term focus on administrative filings and liability determinations in the coming months.

EMERYVILLE, Calif., Nov. 21, 2025 (GLOBE NEWSWIRE) -- XOMA Royalty Corporation (“XOMA Royalty”) (Nasdaq: XOMA) today announced it has successfully completed its previously announced acquisition of all the outstanding common shares of LAVA Therapeutics N.V. (“LAVA”) (NASDAQ: LVTX) with a nominal value of €0.12 per share (“Shares”).  LAVA shareholders received $1.04 in cash per Share and a non-transferrable contingent value right (“CVR”) per Share representing the right to receive certain cash payments, including (A) 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 (B) the right to receive up to approximately $0.23 per CVR depending on the final determination after closing of certain potential liabilities.

“The acquisition of LAVA Therapeutics reinforces XOMA’s philosophy of ‘strength in numbers’, adding two early-stage bispecific antibodies in collaboration with well-established oncology partners, Johnson and Johnson and Pfizer,” stated Owen Hughes, Chief Executive Officer of XOMA Royalty.  “The combination of future milestones and royalties from the LAVA programs has the potential to drive significant value creation for the LAVA CVR holders and XOMA Royalty over time.”

The initial offer period and subsequent offer period expired one minute after 11:59 p.m. Eastern Time on Wednesday, November 12, 2025, and one minute after 11:59 p.m. Eastern Time on Thursday, November 20, 2025 (the “Final Expiration Date”), respectively.  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 (other than XOMA Royalty) 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.

Advisors
XOMA Royalty was represented by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V, who acted as U.S. and Dutch legal advisors, respectively.  Leerink Partners acted as exclusive financial advisor to LAVA, and Cooley LLP and NautaDutilh N.V. served as U.S. and Dutch legal advisor, respectively, to LAVA.

About XOMA Royalty Corporation
XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health.  XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies.  When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes.  XOMA Royalty has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate).  For more information about XOMA Royalty and its portfolio, please visit www.xoma.com or follow XOMA Royalty Corporation on LinkedIn.

XOMA Royalty Forward-Looking Statements/Explanatory Notes
Certain statements contained in this press release are forward-looking statements, including statements regarding the payment and timing of payment of the Offer to former LAVA common stockholders, the ability and timing of delisting of LAVA common stock, the ability of XOMA Royalty to monetize LAVA’s programs for the benefit of XOMA Royalty and LAVA shareholders, the ability of XOMA Royalty to obtain a final determination of any potential liabilities after closing, and the ability to achieve any dispositions within the disposition period under the CVR, including the new form thereto.  In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “approximately,” “look to,” “plan,” “expect,” “may,” “will,” “could” or “should,” the negative of these terms or similar expressions.  These forward-looking statements are not a guarantee of XOMA Royalty’s performance, and you should not place undue reliance on such statements.  These statements are based on assumptions that may not prove accurate, and actual results could differ materially from those anticipated due to certain risks including the risk that XOMA Royalty does not achieve the anticipated benefits from LAVA’s two partnered assets or the potential out license or sale of LAVA’s unpartnered programs, the risk that XOMA Royalty is unable to enter into dispositions related to the LAVA programs, the risk that XOMA Royalty is unable to obtain a timely or satisfactory final determination of any potential liabilities after closing, and risks that the conditions to the closing the transaction in the Purchase Agreement and Amendment are not satisfied.  Other potential risks to XOMA Royalty meeting these expectations are described in more detail in XOMA Royalty’s most recent filing on Form 10-Q and in other filings with the Securities and Exchange Commission.  Any forward-looking statement in this press release represents XOMA Royalty’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date.  XOMA Royalty disclaims any obligation to update any forward-looking statement, except as required by applicable law.

EXPLANATORY NOTE: Any references to “portfolio” in this press release refer strictly to milestone and/or royalty rights associated with a basket of drug products in development.  Any references to “assets” in this press release refer strictly to milestone and/or royalty rights associated with individual drug products in development.

XOMA Royalty Investor Contact		XOMA Royalty Media Contact
Juliane Snowden		Kathy Vincent
XOMA Royalty Corporation		KV Consulting & Management
+1 646-438-9754		kathy@kathyvincent.com
juliane.snowden@xoma.com

FAQ

What price did XOMA (Nasdaq: XOMA) pay to acquire LAVA (Nasdaq: LVTX)?

LAVA shareholders received $1.04 cash per share plus a non-transferable CVR with up to ~$0.23 potential payment.

When did XOMA Royalty complete the acquisition of LAVA Therapeutics?

XOMA Royalty completed the transaction and announced it on November 21, 2025.

How many LAVA shares were tendered in XOMA’s offer and what percentage did that represent?

23,956,708 shares were validly tendered, representing approximately 91.1% of outstanding shares.

Will LAVA (LVTX) remain listed on Nasdaq after the acquisition?

No; trading was suspended before Nov 21, 2025, and LAVA intends to promptly delist and deregister its shares.

What do LAVA CVR holders receive and are payments guaranteed?

CVR holders receive rights to 75% of specified net proceeds plus up to ~$0.23 depending on final liability determinations; payments are contingent.

Which partnered programs did XOMA acquire from LAVA?

The acquisition includes two early-stage bispecific antibody programs partnered with Johnson & Johnson and Pfizer.