Xoma extends offer to acquire Lava Therapeutics

Xoma (XOMA) and Lava Therapeutics (LVTX) announced the extension of the expiration of the tender offer to purchase all outstanding shares of common shares of Lava, for a cash amount to be determined in accordance with the Purchase Agreement, plus a non-transferable contingent value right 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. The offer has been extended until one minute after 11:59 p.m. Eastern time on October 17, unless the Offer is further extended or earlier terminated. The proposed acquisition is expected to close in Q4 2025, subject to customary closing conditions. The closing of the Offer is subject to certain conditions, including the tender of Lava common shares representing at least 80% 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 receiving the same cash and non-transferable contingent value right 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 prior to early November.