XOMA Royalty to acquire LAVA Therapeutics for $1.16-$1.24 per share.

XOMA Royalty Corporation and LAVA Therapeutics have entered a definitive share purchase agreement, whereby XOMA Royalty will acquire LAVA for $1.16 to $1.24 per share in cash. The deal includes a non-transferable contingent value right representing 75% of net proceeds from LAVA's partnered assets and any net proceeds from sales of those assets.

XOMA Royalty Corporation has entered into a definitive share purchase agreement with LAVA Therapeutics N.V., whereby XOMA Royalty will acquire LAVA for $1.16 to $1.24 per share in cash. The deal includes a non-transferable contingent value right (CVR) representing 75% of the net proceeds from LAVA's partnered assets and any net proceeds from sales of those assets [1].

The agreement, announced on August 4, 2025, is part of a broader strategic review process aimed at maximizing shareholder value for both companies. XOMA Royalty, a biotechnology royalty aggregator, will commence a tender offer to acquire all outstanding shares of LAVA common stock by August 15, 2025. The closing of the offer is subject to certain conditions, including the tender of at least 80% of LAVA’s issued and outstanding shares [1].

The transaction is expected to close in the fourth quarter of 2025 and will result in XOMA Royalty acquiring 100% of the shares in LAVA’s successor company. LAVA will hold a shareholder’s meeting in connection with the transactions, and the closing of the transactions is expected in the fourth quarter of 2025 [1].

LAVA Therapeutics, a biopharmaceutical company, has developed several clinical-stage bispecific gamma delta T cell engagers using its proprietary Gammabody® platform. These include JNJ-89853413, targeting CD33 and hematologic cancers, partnered with Johnson & Johnson, and PF-08046052, targeting EGFR and solid tumors, partnered with Pfizer, Inc. [1].

In connection with the transactions, LAVA plans to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome and initiate the wind-down of the LAVA-1266 program [1].

The acquisition is subject to various risks and uncertainties, including the potential that the transactions may not be completed in a timely manner or at all, which could adversely affect LAVA’s business and the price of its ordinary shares [1].

References:
[1] https://www.globenewswire.com/news-release/2025/08/04/3126462/7281/en/XOMA-Royalty-Enters-into-Agreement-to-Acquire-LAVA-Therapeutics-for-Between-1-16-and-1-24-Per-Share-in-Cash-Plus-a-Contingent-Value-Right.html