XOMA Royalty to Acquire LAVA Therapeutics for $1.16-$1.24 per Share

XOMA Royalty Corporation is acquiring LAVA Therapeutics for a cash price of $1.16 to $1.24 per share, plus a contingent value right. The deal adds milestone and royalty economics associated with two partnered assets to XOMA Royalty's portfolio. The acquisition is expected to enhance the company's revenue streams and provide investors with a more diversified portfolio.

XOMA Royalty Corporation (NASDAQ: XOMA) has announced its intention to acquire LAVA Therapeutics N.V. (NASDAQ: LVTX) for a cash price of between $1.16 and $1.24 per share. The deal includes a contingent value right (CVR) that provides XOMA with 75% of the net proceeds from LAVA’s partnered assets and any out-licensing or sale of unpartnered programs. The acquisition is expected to enhance XOMA's revenue streams and provide investors with a more diversified portfolio.

The transaction, which is subject to certain conditions, is structured to benefit both companies. XOMA Royalty will commence a tender offer to acquire all outstanding shares of LAVA common stock by August 15, 2025. The closing of the offer is expected in the fourth quarter of 2025. LAVA will undergo a corporate reorganization, resulting in XOMA Royalty acquiring 100% of the shares in LAVA’s successor.

LAVA’s Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome is expected to be discontinued, and the LAVA-1266 program will be wound down. The acquisition will provide XOMA with access to LAVA’s proprietary Gammabody® platform, which has been used to develop clinical-stage bispecific gamma delta T cell engagers.

The acquisition is part of XOMA Royalty’s strategy to aggregate milestone and royalty economics associated with pre-commercial and commercial therapeutic candidates. This acquisition adds significant value to XOMA’s portfolio, which includes the rights to receive potential future economics associated with various drug products in development.

XOMA Royalty and LAVA have both issued statements expressing their optimism about the transaction. Owen Hughes, CEO of XOMA Royalty, stated, “We believe the structure of this transaction has the potential to benefit both LAVA and XOMA Royalty shareholders over time.” Steve Hurly, CEO of LAVA, added, “The Purchase Agreement with XOMA Royalty announced today is the result of a thorough and wide-ranging strategic review process, conducted with the support of our legal and financial advisors, aimed at maximizing shareholder value while participating in the sustained success of LAVA’s business.”

The acquisition is expected to be completed in the fourth quarter of 2025. XOMA Royalty has been represented by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA has been advised by Leerink Partners, Cooley LLP, and NautaDutilh N.V.

References:
[1] https://www.streetinsider.com/Mergers+and+Acquisitions/XOMA+Royalty+to+acquire+LAVA+Therapeutics+for+up+to+%241.24+per+share/25139741.html
[2] https://www.marketscreener.com/news/xoma-royalty-enters-into-agreement-to-acquire-lava-therapeutics-for-between-1-16-and-1-24-per-shar-ce7c5edadc89f125