Xoma, Lava Therapeutics announce amendment to purchase agreement

XOMA Royalty Corporation (XOMA) and LAVA Therapeutics N.V. (LVTX) announced that they have reached an agreement to amend their previously announced definitive share purchase agreement. Under the Amendment, LAVA shareholders who tender their shares will now receive (i) an initial cash amount per share of $1.04, plus (ii) a non-transferable contingent value right 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 23c per CVR depending on the final determination after closing of certain potential liabilities. In addition, LAVA and XOMA Royalty have agreed to amend LAVA’s minimum net-cash closing condition to be $24.5M, compared to the previous minimum net-cash closing condition of $31.5M. 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. The closing of the Offer is subject to certain conditions, including the tender of LAVA common shares representing at least 80% 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.