LAVA Therapeutics (LVTX) Proxy Filing summary

Executive summary

• Shareholders are called to vote on the acquisition by XOMA Royalty Corporation, which includes a cash payment per share, a contingent value right (CVR), and a post-offer reorganization involving a Dutch statutory merger and share cancellation.

• The board unanimously recommends the transaction, citing certainty of value, a thorough strategic review, and a premium to expected liquidation value.

• The offer is not subject to a financing condition and is structured to maximize capital return and deal certainty for shareholders.

• If the offer is not completed, the company will remain independent, and shares will continue to trade on Nasdaq.

Voting matters and shareholder proposals

• Shareholders will vote on the conditional appointment of four new directors designated by the buyer, discharge of current board members, and approval of the downstream merger and share cancellation.

• Approval of the merger and cancellation requires a simple majority or two-thirds majority depending on quorum.

• Tender and support agreements have been signed by directors and executive officers, representing 0.5% of shares.

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 current independent directors.

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

• The board's approval and recommendation followed a comprehensive process, including the formation of a special committee and engagement of financial and legal advisors.