XOMA Royalty Corporation (NASDAQ: XOMA) has announced a definitive agreement to acquire LAVA Therapeutics N.V. (NASDAQ: LVTX) for a cash amount ranging between $1.16 and $1.24 per share, plus a non-transferable contingent value right (CVR). This strategic acquisition is poised to enhance XOMA Royalty’s portfolio with LAVA’s innovative gamma delta bispecific antibodies, which are under investigation for their potential in treating various cancers.
The deal, structured to benefit both companies’ shareholders, includes a base price of $1.16 per share with an additional amount of up to $0.08 per share, contingent upon certain conditions. The CVR entitles shareholders to 75% of the net proceeds from LAVA’s partnered assets and unpartnered programs, underscoring the transaction’s potential to deliver long-term value.
LAVA’s Board of Directors has unanimously endorsed the transaction, citing its alignment with the company’s strategic review process aimed at maximizing shareholder value. The acquisition is subject to customary closing conditions, including the tender of at least 80% of LAVA’s outstanding shares and approval by LAVA’s shareholders. The transaction is expected to close in the fourth quarter of 2025.
In preparation for the acquisition, LAVA will discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome, marking a significant shift in its research focus. This move reflects the companies’ shared commitment to prioritizing programs with the highest potential for success.
Advisors for the transaction include Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V for XOMA Royalty, and Leerink Partners, Cooley LLP, and NautaDutilh N.V. for LAVA Therapeutics. For more information on XOMA Royalty, visit https://www.xoma.com, and for details on LAVA Therapeutics, visit https://www.lavatherapeutics.com.
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