LAVA Therapeutics (LVTX) Proxy Filing summary

Executive summary

• XOMA Royalty Corporation will acquire all outstanding shares of the target for $1.16 per share in cash, up to $0.08 additional per share, and a non-transferable contingent value right (CVR) per share, subject to certain conditions and approvals.

• The board unanimously approved the transaction, recommending shareholders accept the offer and vote in favor of related resolutions at an extraordinary general meeting (EGM).

• The transaction includes a tender offer, a subsequent offering period, and a post-offer reorganization via a Dutch statutory merger, after which the company will be delisted from Nasdaq and deregistered.

• The closing is expected in Q4 2025, subject to at least 80% (or, in some cases, 75%) of shares being tendered, minimum cash at closing, and other customary conditions.

Voting matters and shareholder proposals

• Shareholders will vote at an EGM on resolutions to approve the merger, board changes, discharge of directors, and other related matters.

• The board recommends shareholders support the offer and all EGM proposals.

• Shareholder support agreements have been executed by certain directors and officers, covering about 0.5% of shares.

Board of directors and corporate governance

• Upon closing, the board will be reconstituted with five directors designated by the buyer and two independent directors.

• Resigning directors will receive full discharge for their management acts, and independent directors will serve until the merger effective time.

• Certain board actions post-closing require approval by independent directors to protect minority shareholders.