XOMA Royalty Moves to Acquire LAVA Therapeutics in Cash Deal
XOMA Royalty's Strategic Acquisition of LAVA Therapeutics
XOMA Royalty Corporation has announced a definitive agreement to acquire LAVA Therapeutics N.V. This exciting acquisition intends to enhance the growth prospects for both companies, reflecting a positive step for shareholders. The agreement outlines an acquisition price ranging from $1.16 to $1.24 per share in cash, in addition to a non-transferable contingent value right (CVR) per share that entitles holders to a share of future net proceeds related to LAVA's partnered assets.
Details of the Purchase Agreement
The agreement specifies that XOMA Royalty will tender an offer for all outstanding shares of LAVA common stock. This tender offer, expected to commence soon, requires shareholders to tender at least 80% of LAVA's total issued shares for the transaction to proceed. The careful evaluation of this agreement, aligning with fiduciary duties under applicable laws, underscores a commitment to maximizing value for stakeholders from both companies.
Potential Advantages for Shareholders
Owen Hughes, CEO of XOMA Royalty, expressed optimism regarding the acquisition's potential to enhance value for shareholders over time. He emphasized the value tied to LAVA's promising programs focused on gamma delta bispecific antibodies, which could significantly impact patient treatment outcomes.
Approval by LAVA's Leadership
In a strategic review process, LAVA's leadership determined that this acquisition is in the best interest of its shareholders. CEO Steve Hurly noted that pursuing this deal enables LAVA to benefit from XOMA’s established structure while aiming for successful growth.
Transaction Conditions and Outlook
The successful closing of this acquisition is contingent upon various conditions, including shareholder approvals and the execution of customary closing conditions. Following the tender offer, if successful, LAVA will undergo a corporate reorganization wherein XOMA Royalty will secure full ownership of LAVA’s successor entity.
Adjustments to Clinical Trials
As a result of this acquisition, XOMA Royalty has decided to discontinue LAVA's Phase 1 clinical trial of LAVA-1266. This clinical adjustment aims to refocus resources in line with the new strategic direction post-acquisition.
The Role of Advisors
Legal and financial advisory firms play a crucial role in this transaction. XOMA Royalty has engaged Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V. as their advisors, while LAVA is guided by Leerink Partners and Cooley LLP. This ensemble of experts ensures that both companies navigate the complexities of the acquisition effectively.
XOMA Royalty: A Commitment to Innovation
XOMA Royalty stands out as a biotechnology royalty aggregator that enables biotech firms to achieve advancements in human health. By acquiring potential future economics associated with therapeutic candidates, XOMA provides essential funding for companies to enhance their product development efforts.
Understanding LAVA Therapeutics
LAVA Therapeutics specializes in developing bispecific gamma delta T cell engagers, focusing on treating hematologic and solid tumors. Their innovative approach positions them as a key player in the biopharmaceutical sector, making this acquisition particularly significant for XOMA Royalty.
Future Prospects and Expectations
The upcoming acquisition offers exciting potential for both companies, with XOMA Royalty gaining access to LAVA's advanced therapeutic programs and LAVA benefitting from XOMA’s financial backing. Together, they aspire to address unmet medical needs and deliver promising cancer therapies.
Frequently Asked Questions
What is the acquisition price per share for LAVA Therapeutics?
The acquisition price ranges from $1.16 to $1.24 per share in cash, along with a contingent value right.
When is the tender offer expected to commence?
The tender offer for LAVA's outstanding shares is anticipated to begin by mid-August 2025.
Why is this acquisition important for both companies?
This acquisition is positioned as a strategic move that could enhance shareholder value and foster growth for both XOMA and LAVA.
What changes will occur regarding LAVA's clinical trials?
XOMA Royalty will be discontinuing the Phase 1 clinical trial of LAVA-1266 as part of the integration process following the acquisition.
Who are the advisors for this acquisition?
XOMA Royalty is represented by Gibson, Dunn & Crutcher LLP and Loyens & Loeff N.V., while LAVA has engaged Leerink Partners and Cooley LLP.
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