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LAVA Therapeutics N.V. disclosed a proposed acquisition by XOMA Royalty Corporation offering $1.16 per share plus up to $0.08 cash and one contingent value right (CVR) per share, payable subject to conditions and withholding taxes, with the Offer expiring one minute after 11:59 p.m. Eastern Time on October 3, 2025, unless extended. The Board has approved the Purchase Agreement, recommends shareholders accept the Offer and to vote "FOR" governance, discharge and post-offer reorganization proposals at an Extraordinary General Meeting. If the Offer closes and required thresholds are met, parties will effect a Downstream Merger, a Loan to New Topco, and cancellation of New Topco A shares, with CVRs providing contingent cash rights tied to specified product proceeds and net cash adjustments.
LAVA Therapeutics' board recommends a cash tender offer with contingent post-offer reorganization that would deliver immediate cash to shareholders plus contingent value rights (CVRs). The board, supported by a Special Committee and Leerink Partners, concluded the offer provides certainty of value through an all-cash Cash Amount and that it represents the highest reasonably obtainable price under the circumstances. Leerink rendered a fairness opinion dated August 3, 2025 that the Cash Amount was fair from a financial point of view.
The transaction includes mechanisms for a Dutch downstream merger, cancellation of New TopCo A Shares with loan and CVR arrangements, accelerated vesting and severance payments for executives, an 80% minimum tender condition (75% in limited cases), a $750,000 termination fee, and material uncertainty around realization of CVR proceeds. The board noted high likelihood of closing absent regulatory impediments but disclosed litigation, expense and insider-interest risks.
LAVA Therapeutics is a clinical-stage immuno-oncology company focusing on its Gammabody platform. As of June 30, 2025, the company held $26.4 million in cash and $29.8 million of short-term U.S. Treasury investments ($56.2 million total), with
The board adopted a restructuring plan in February 2025 that reduced the workforce by ~30% and produced $3.2 million of restructuring and impairment charges year-to-date. Management recorded a $5.2 million non-cash gain when an RVO loan balance was waived. Subsequent events include a share purchase agreement with XOMA (tender offer price of $1.16 per share plus up to $0.08 and one CVR per share) and the decision to discontinue the Phase 1 LAVA-1266 program, with wind-down costs currently undetermined. The company states its cash and short-term investments are sufficient to fund operations for at least the next 12 months under current plans.
On 3 Aug 2025, LAVA Therapeutics N.V. (NASDAQ: LVTX) signed a Share Purchase Agreement with XOMA Royalty Corp. Buyer will launch a tender offer within 10 business days to acquire 100 % of LVTX shares for a cash consideration of $1.16 per share plus up to $0.08 additional cash and one contingent value right (CVR) per share (together, the “Offer Consideration”). The CVR entitles holders to future cash payments linked to (i) post-closing net-cash adjustments, (ii) proceeds from any disposition of LAVA-1266 assets, and (iii) up to 75 % of collaboration proceeds with Pfizer and Johnson & Johnson for 10 years.
The Board has unanimously approved and recommends the Offer. Closing is subject to usual conditions, including ≥80 % (potentially 75 %) share tender, no legal injunctions, accuracy of representations, minimum net-cash, shareholder approvals and no material adverse effect; there is no financing condition. Buyer may extend the offer until 31 Dec 2025. If successful, a downstream Dutch merger will cancel untendered shares for the same consideration, delist LVTX from Nasdaq and terminate its SEC reporting. A $750 k termination fee is payable to XOMA under specified circumstances.
Separately, LVTX disclosed the discontinuation of its Phase 1 LAVA-1266 program for AML/MDS. A press release announcing the transaction was issued on 4 Aug 2025 (Exhibit 99.1).
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