XOMA and LAVA amend purchase agreement with lower cash offer

XOMA Royalty Corporation (NASDAQ: XOMA) and LAVA Therapeutics N.V. (NASDAQ: LVTX) announced an amendment to their share purchase agreement that reduces the initial cash payment and extends the tender offer deadline.

Under the amended terms, LAVA shareholders who tender their shares will receive $1.04 per share in cash, down from the previously agreed range of $1.16 to $1.24 per share. Shareholders will also receive contingent value rights representing 75% of net proceeds from LAVA's two partnered assets and unpartnered programs, plus up to approximately $0.23 per CVR based on final liability determinations after closing.

The companies reduced LAVA's minimum net-cash closing condition to $24.5 million from $31.5 million. The amendment reflects their current understanding of potential liabilities, associated expenses, and estimated cash balance at closing, according to the press release.

The tender offer deadline has been extended to November 12, 2025, from the original October 17, 2025 expiration date. LAVA shareholders who previously tendered shares do not need to re-tender.

LAVA rescheduled its extraordinary general meeting of shareholders to November 7, 2025, in Amsterdam to approve matters related to the transaction. The meeting was previously scheduled for September 30, 2025.

The acquisition requires tender of at least 80% of LAVA's outstanding shares and approval of certain shareholder resolutions. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Following completion, LAVA will undergo corporate reorganization resulting in XOMA Royalty acquiring 100% of LAVA's successor entity. Remaining shareholders will receive the same cash and contingent value right consideration.

You May Also Be Interested In

• Stripe, Advent In Talks To Buy Paypal - WSJ
• Home Depot (HD) call put ratio 1.5 calls to 1 put with a focus on September 330 puts into quarter results
• Berkshire adds significantly to Alphabet position, starts small position in DR Horton