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

On August 4, 2025 XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ: XOMA) and LAVA Therapeutics N.V. ("LAVA") (NASDAQ: LVTX) reported they have entered a definitive share purchase agreement (the "Purchase Agreement" and the transactions set forth in the Purchase Agreement, the "Transactions") whereby XOMA Royalty will acquire LAVA for (i) USD between $1.16 and $1.24 per share in cash, consisting of (A) USD $1.16 (the "Base Price Per Share") in cash per share (the "LAVA common stock"), plus (B) an additional amount of cash of up to $0.08 per Share (such amount as finally determined in accordance with the Purchase Agreement, the "Additional Price Per Share," and together with the Base Price Per Share, the "Cash Amount"), plus (ii) a non-transferable contingent value right ("CVR") per share representing the right to receive 75% of the net proceeds related to LAVA’s two partnered assets and 75% of any net proceeds from any out license or sale of LAVA’s unpartnered programs (Press release, Lava Therapeutics, AUG 4, 2025, View Source [SID1234654728]).

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"We believe the structure of this transaction has the potential to benefit both LAVA and XOMA Royalty shareholders over time," stated Owen Hughes, Chief Executive Officer of XOMA Royalty. "We are adding economics related to LAVA’s partnered programs investigating the utility of gamma delta bispecific antibodies, which hold significant promise for patients."

"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," said Steve Hurly, Chief Executive Officer of LAVA.

In accordance with its fiduciary duties under Dutch law, LAVA’s Board of Directors (the "Board") has unanimously determined that the Transactions are in the best interests of LAVA and the sustainable success of its business, having carefully considered the interests of LAVA shareholders, employees, and all other relevant stakeholders and has approved the Purchase Agreement. The Board unanimously recommends that shareholders support the Offer, accept the Offer and vote in favor of the resolutions to be proposed to LAVA’s shareholders’ meeting, as noted below.

Transaction Terms

Pursuant and subject to the terms of the Purchase Agreement, XOMA Royalty will commence a tender offer (the "Offer") by August 15, 2025, to acquire all outstanding shares of LAVA common stock. The closing of the Offer is subject to certain conditions, including the tender of LAVA common stock representing at least 80% (or, in certain cases, 75%) of LAVA’s issued and outstanding shares, the condition that certain resolutions are adopted by LAVA’s shareholders meeting; a minimum cash balance at closing, and other customary closing conditions. Following a subsequent offering period, LAVA will undergo a corporate reorganization designed to result in XOMA Royalty acquiring 100% of the shares in LAVA’s successor and all then-remaining LAVA shareholders (other than XOMA Royalty) receiving the same cash and CVR consideration per share as is provided in the tender offer, subject to applicable withholding taxes. LAVA will hold a shareholder’s meeting in connection with the Transactions. The closing of the Transactions is expected in the fourth quarter of 2025.

In connection with the Transactions, the Company 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.

Advisors

XOMA Royalty was represented by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V, who acted as U.S. and Dutch legal advisors, respectively. Leerink Partners is acting as exclusive financial advisor to LAVA, Cooley LLP is acting as U.S. legal advisor to LAVA and NautaDutilh N.V. is acting as Dutch legal advisor to LAVA.