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Investing.com -- XOMA Royalty Corporation (NASDAQ:XOMA) has entered into agreements to acquire both HilleVax, Inc. (NASDAQ:HLVX) and LAVA Therapeutics N.V. (NASDAQ:LVTX) in separate transactions that include upfront cash payments and contingent value rights.
Under the agreement with HilleVax, XOMA Royalty will pay $1.95 in cash per share plus a non-transferable contingent value right (CVR). The CVR entitles HilleVax stockholders to receive potential payments including any remaining HilleVax cash exceeding $102.95 million, between 90-100% of savings realized on the company’s Boston office lease obligations, and 90% of net proceeds from any sale or licensing of HilleVax’s norovirus vaccine programs within five years following regulatory approval.
HilleVax’s Board of Directors unanimously approved the merger agreement after conducting a strategic review. XOMA Royalty will commence a tender offer by August 18, 2025, with the acquisition expected to close in September 2025. Approximately 22.9% of HilleVax stockholders have already agreed to tender their shares.
In a separate transaction, XOMA Royalty will acquire LAVA Therapeutics for between $1.16 and $1.24 per share in cash, plus a CVR representing the right to receive 75% of net proceeds related to LAVA’s partnered assets and any out-licensing or sale of unpartnered programs.
"We believe the structure of this transaction has the potential to benefit both LAVA and XOMA Royalty shareholders over time," said Owen Hughes, Chief Executive Officer of XOMA Royalty. "We are adding economics related to LAVA’s partnered programs investigating the utility of gamma delta bispecific antibodies, which hold significant promise for patients."
LAVA’s Board of Directors unanimously approved the agreement and recommends shareholders accept the offer. XOMA Royalty will commence a tender offer by August 15, 2025, with the transaction expected to close in the fourth quarter of 2025.
As part of the LAVA acquisition, the company plans to discontinue its Phase 1 clinical trial of LAVA-1266 for acute myeloid leukemia and myelodysplastic syndrome and wind down the program.
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