LAVA Therapeutics (LVTX) Proxy Filing summary

Executive summary

• Shareholders are called to vote on the acquisition of all outstanding shares by XOMA Royalty Corporation for $1.04 per share plus one contingent value right (CVR) per share, with the EGM scheduled for November 7, 2025.

• The Board unanimously recommends shareholders accept the offer, citing a premium to estimated liquidation value and the absence of a viable standalone business plan.

• The transaction is structured to provide immediate liquidity and potential future payments via CVRs, with no financing condition required for closing.

• If the offer is not completed, the company will remain independent, and shareholders will not receive the offer consideration.

Voting matters and shareholder proposals

• Shareholders will vote on the conditional appointment of four directors designated by the buyer, discharge of current board members, and approval of a downstream merger and share cancellation as part of a post-offer reorganization.

• The Board recommends voting FOR all proposals, including the governance resolutions, discharge resolution, and post-offer reorganization resolutions.

• At least one-third of shares must be present for quorum; specific majorities are required for each proposal.

Board of directors and corporate governance

• Upon closing, the board will consist of six directors: four designated by the buyer and two current independent directors, who will resign after the downstream merger.

• Outgoing directors will receive full and final discharge for their management or supervision acts up to the EGM.