This Amendment No. 4 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO originally filed under cover of Schedule TO on August 15, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) by XOMA Royalty Corporation, a Nevada
corporation (“Purchaser”). This Amendment relates to the offer (the “Offer”) to purchase all of the issued and outstanding common shares, with a nominal value of €0.12 per share
(“Shares”), in the capital of LAVA Therapeutics N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Utrecht,
the Netherlands, registered with the Dutch trade register under number 65335740 (“LAVA”), for a price per Share of (i) $1.04 (the “Cash Amount”), and (ii) one
non-transferable contractual contingent value right (“CVR”) for each Share, which shall represent the right to receive potential payments, in cash, described in, and subject to and in
accordance with the terms and conditions of, the CVR Agreement, subject to any applicable tax withholding and without interest (such amount, the “CVR Amount,” and together with the Cash Amount, the “Offer
Consideration”), all upon the terms and subject to the conditions described in the Amended and Restated Offer to Purchase, dated October 17, 2025 (together with any subsequent amendments or supplements thereto, the “Offer to
Purchase”) filed herewith and in the related Letter of Transmittal, copies of which are attached hereto as exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to the Share Purchase Agreement, dated as of
August 3, 2025 (together with any amendments or supplements thereto, the “Purchase Agreement”), among LAVA and Purchaser, a copy of which is filed as Exhibit (d)(1) hereto and incorporated herein by reference with respect to
Items 4 through 11 of this Schedule TO.
The purpose of this Amendment is to amend and restate the Schedule TO and the Offer to Purchase,
including to disclose that on October 17, 2025, Purchaser and LAVA determined, in accordance with the Purchase Agreement, that the Cash Amount is $1.04 per Share, as determined in accordance with Section 2.01 of the Purchase Agreement. A
press release announcing (i) the amendment of the Purchase Agreement and (ii) the determination of the Cash Amount was issued by Purchaser and LAVA on October 17, 2025. Except as otherwise set forth in this Amendment, the information set forth
in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Offer to Purchase.
The Schedule TO is hereby amended and supplemented as follows:
ITEMS 1 THROUGH 9 AND 11
All of
the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
AMENDMENTS TO THE RELATED EXHIBITS
The
information set forth in the Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)), Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)), to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended as follows:
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All references to “A Cash Amount per Share between $1.16 and $1.24, consisting of a Base Price Per Share of
$1.16 and an Additional Price Per Share of up to $0.08” shall be replaced with “A Cash Amount per Share of $1.04,”. |
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All references to “one minute after 11:59 p.m. Eastern Time on October 17, 2025” shall be replaced
with “one minute after 11:59 p.m. Eastern Time on November 12, 2025”. |
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