XOMA Royalty and LAVA Therapeutics Announce Amendment to Purchase Agreement

Core Points - XOMA Royalty Corporation and LAVA Therapeutics N.V. have amended their definitive share purchase agreement, adjusting the cash amount and contingent value rights for LAVA shareholders [1][2] Summary by Sections Amendment Details - LAVA shareholders will now receive an initial cash amount of $1.04 per share, down from the previously agreed range of $1.16 to $1.24 [2] - The non-transferable contingent value right (CVR) will allow shareholders to receive 75% of net proceeds from LAVA's partnered assets and any net proceeds from unpartnered programs, plus a potential additional $0.23 per CVR based on certain liabilities [2] - The minimum net-cash closing condition has been reduced to $24.5 million from $31.5 million [2] Offer Extension - The tender offer expiration has been extended to November 12, 2025, from the original date of October 17, 2025 [3] - The acquisition is expected to close in the fourth quarter of 2025, pending customary closing conditions [3] Shareholder Actions - Shareholders who have already tendered their shares do not need to take further action due to the extension [4] - Support agreements have been signed by LAVA shareholders to tender their shares before the new expiration date [4] Closing Conditions - The closing of the offer is contingent upon the tender of at least 80% of LAVA's outstanding shares, adoption of certain resolutions at the shareholder meeting, and maintaining a minimum net-cash balance [5] Extraordinary General Meeting - LAVA will reconvene its Extraordinary General Meeting of Shareholders on November 7, 2025, to approve matters related to the transaction [6]