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 $1.16 per share plus up to $0.08 per share and one contingent value right (CVR) per share, as per the Purchase Agreement dated August 3, 2025.

• The transaction includes a subsequent Dutch statutory merger and a post-offer reorganization, with the Board unanimously recommending approval of all proposals.

• The Board, after a comprehensive strategic review and financial advisor opinion, determined the offer is in the best interests of shareholders, employees, and stakeholders.

Voting matters and shareholder proposals

• Proposals include the conditional appointment of four directors designated by the buyer, full discharge of current board members, and approval of the downstream merger and cancellation of shares.

• Each proposal has specific voting thresholds, with at least one-third of shares required for quorum and varying majority requirements for passage.

• Shareholders must register in advance to attend and vote at the EGM, with proxy voting available by phone, internet, or mail.

Board of directors and corporate governance

• Upon closing, the board will consist of six directors: four buyer-designated (including the new executive director) and two independent directors, with current directors stepping down.

• Independent directors will continue to serve until the downstream merger is effective, after which they will resign.

• The board’s approval of the transaction followed a thorough process, including the formation of a special committee and engagement of a financial advisor.