LAVA Therapeutics announced that 22,877,463 shares—representing 87% of its outstanding common stock—were tendered, surpassing the 80% threshold required to close the acquisition by XOMA Royalty. The tender offer, which began in August 2025 and was extended multiple times, expired at 11:59 p.m. Eastern on November 12, 2025. With the condition satisfied, LAVA expects payment for the tendered shares on or about November 13, 2025.
The cash consideration for the tendered shares has been revised from the original $1.16 per share plus a potential $0.08 per share to a fixed $1.04 per share, accompanied by a contingent value right (CVR) that may provide additional payments tied to the performance of LAVA’s partnered and unpartnered programs. The CVR terms were updated in a later amendment to include a contingent right of up to $0.23 per CVR, reflecting adjustments for potential liabilities and updated cash balance estimates at closing.
LAVA also confirmed its intent to voluntarily delist from the Nasdaq Global Select Market. Nasdaq is expected to file a removal notice with the SEC around November 24, 2025, and trading will be suspended before the market opens on November 21. The delisting will finalize the transition of LAVA’s shares to XOMA Royalty ownership and end LAVA’s independent listing status.
The transaction follows a series of events that pressured LAVA to seek a strategic exit. In February 2025, the company received a Nasdaq notice for non‑compliance with the minimum bid‑price requirement, giving it until August 26 to regain compliance. The subsequent financial strain and the need to preserve shareholder value likely accelerated the decision to accept XOMA Royalty’s offer, even after the offer terms were amended to a lower cash component.
Management commentary underscores the rationale behind the deal. CEO Steve Hurly stated that the transaction was the outcome of a strategic review aimed at maximizing shareholder value, while XOMA Royalty’s CEO Owen Hughes highlighted the potential for the CVR structure to add economics related to LAVA’s partnered programs. The agreement reflects confidence that XOMA Royalty can unlock value from LAVA’s Gammabody platform and existing partnerships with Johnson & Johnson and Pfizer.
The completion of the tender offer and delisting marks the end of LAVA Therapeutics as a publicly traded entity and the beginning of its integration into XOMA Royalty’s portfolio. Shareholders who tendered their shares will receive the agreed cash payment and any future CVR payouts, while the remaining shareholders will see their shares converted into XOMA Royalty stock under the terms of the acquisition.
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