LAVA Therapeutics (LVTX) Proxy Filing summary

Executive summary

• XOMA Royalty extended its tender offer to acquire all outstanding shares of LAVA Therapeutics, with the new expiration set for October 17, 2025, and anticipated closing in Q4 2025, subject to customary conditions.

• Shareholders will receive a cash amount per share plus a non-transferable contingent value right (CVR) for 75% of net proceeds from partnered and unpartnered assets.

• The offer requires at least 80% (or in some cases 75%) of LAVA shares to be tendered, adoption of certain shareholder resolutions, and a minimum cash balance at closing.

• LAVA shareholders who have already tendered do not need to take further action; support agreements are in place.

• A shareholder meeting will be held prior to early November 2025 to vote on resolutions related to the transaction.

Voting matters and shareholder proposals

• Shareholders are requested to vote on resolutions (EGM Proposals) related to the acquisition at an extraordinary general meeting, with a revised proxy statement and proxy card to be distributed.

• The adoption of certain resolutions by shareholders is a condition for closing the transaction.

Board of directors and corporate governance

• Directors and executive officers of both LAVA and XOMA Royalty may be deemed participants in the proxy solicitation for the EGM Proposals.

• Information on directors, executive officers, and their share ownership is available in prior proxy statements filed with the SEC.