APAC Shareholder Approval Obtained, Closing
Scheduled for November 1, 2022
Ligand “Regular Way” and “Ex-Distribution” and
OmniAb “When-Issued” Set to Begin Trading on October 25, 2022
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) today
announced the business combination (Business Combination) of Avista
Public Acquisition Corp. II (APAC) (NASDAQ: AHPA) and OmniAb, Inc.
(OmniAb), was approved by APAC shareholders in a vote held this
morning, with 96% of the shares represented in person, virtually or
by proxy voting in favor of the combination. Based on actual
redemptions and estimated expenses, OmniAb expects to have
approximately $95 million of net cash upon the closing of the
Business Combination (Closing). Prior to the Business Combination,
APAC will domesticate in Delaware and change its name to OmniAb,
Inc. (New OmniAb).
The spin-off of OmniAb from Ligand remains on track with an
expected closing on November 1, 2022, subject to the satisfaction
or waiver of closing conditions for the Business Combination. The
record date (Record Date) for the dividend of shares of common
stock of OmniAb to be distributed to Ligand shareholders
(Distribution) is October 26, 2022, and the Distribution is
expected to be made on November 1, 2022 immediately prior to the
Business Combination, subject to the satisfaction or waiver of
closing conditions.
Ligand shareholders as of the close of business on the Record
Date will receive shares of OmniAb common stock on a pro rata basis
representing 100% of Ligand’s interest in OmniAb. Immediately
following the Distribution of OmniAb shares, OmniAb will merge
(Merger) with APAC’s wholly-owned subsidiary and be the surviving
company. Pursuant to the Merger, all shares of OmniAb common stock
will be automatically exchanged for shares of New OmniAb on a pro
rata basis according to a base exchange ratio (Base Exchange Ratio)
calculated immediately prior to Closing using a formula set forth
in the merger agreement (Merger Agreement) among Ligand, OmniAb,
APAC and a subsidiary of APAC. The Base Exchange Ratio is based on
the number of shares of OmniAb common stock outstanding immediately
prior to Closing calculated using the treasury stock method with
the number of equity awards being allocated to OmniAb in the
Distribution calculated based on the relative trading values of
Ligand common stock in the “regular way” and “ex-distribution”
markets during the five-trading-day period prior to the
Closing.
Based on an illustrative record date of June 30, 2022, the
Ligand stock price as of such date and an estimated Base Exchange
Ratio, Ligand shareholders would receive approximately 4.9 shares
of New OmniAb common stock for each share of Ligand common
stock.
In addition, as part of the exchange, Ligand shareholders as of
the Record Date will receive earnout shares of New OmniAb common
stock (Earnout Shares) on a pro rata basis according to an earnout
exchange ratio (Earnout Exchange Ratio) calculated immediately
prior to the Closing using a formula set forth in the Merger
Agreement. Based on an illustrative record date of June 30, 2022,
the Ligand stock price as of such date and an estimated Earnout
Exchange Ratio, Ligand shareholders would receive approximately
0.75 Earnout Shares for each share of Ligand common stock. The
Earnout Shares will vest based upon the achievement of certain
volume-weighted average trading prices (VWAP) for shares of New
OmniAb for any 20 trading days over a consecutive 30 trading-day
period during the five-year period following the Closing. The
Earnout Shares will vest (i) with respect to fifty percent of such
Earnout Shares, upon achievement of a VWAP of $12.50 per share of
New OmniAb common stock or upon the occurrence of a change of
control transaction that will result in the holders of New OmniAb
common stock receiving a price per share in excess of $12.50, and
(ii) with respect to the remaining fifty percent of the Earnout
Shares, upon achievement of a VWAP of $15.00 per share of New
OmniAb common stock or upon the occurrence of a change of control
transaction that will result in the holders of New OmniAb common
stock receiving a price per share in excess of $15.00. After the
Earnout Shares are distributed to stockholders pursuant to the
Distribution, the Earnout Shares will not be transferrable until
the vesting condition for the applicable tranche of Earnout Shares
has been achieved.
The actual number of shares of New OmniAb common stock and
Earnout Shares that each Ligand shareholder will receive with
respect to each share of OmniAb common stock will be calculated on
the closing date and may differ from these estimates. No fractional
shares of New OmniAb common stock will be issued in the merger, and
instead Ligand shareholders will receive cash in lieu of any
fractional share (other than with respect to Earnout Shares, which
will be rounded down to the nearest share).
Ligand shareholders do not need to take any action to receive
their pro rata consideration in the Business Combination. Their
OmniAb shares received upon Distribution of the dividend will
automatically be exchanged for New OmniAb common stock and Earnout
Shares in the Merger on the closing date of the Business
Combination. Following the Closing, Ligand shareholders will
continue to hold, along with their new shares of New OmniAb common
stock and Earnout Shares, the same number of shares of Ligand
common stock that they held immediately prior to the Closing. After
the Closing, investors should expect that Ligand’s share price will
adjust to reflect the transfer of the OmniAb business to New
OmniAb.
In connection with the Business Combination, OmniAb and APAC
filed registration statements with the Securities and Exchange
Commission (SEC), described below under “Important Information and
Where to Find It.” On September 30, 2022, the SEC declared both
registration statements effective. The registration statements
contain further information regarding the spin-off and Business
Combination, including the conditions to completion of the Business
Combination, estimated transaction and other expenses and
additional details regarding the calculation of the applicable
exchange ratios described above.
Factors that May Affect the Dividend and Spin-Off
The dividend is conditioned upon, and the spin-off and Business
Combination are subject to, the satisfaction or waiver of closing
conditions for the Business Combination. If certain closing
conditions are not satisfied or waived in advance of the expected
closing date, Ligand may elect to change the record date for the
dividend to a later date or to not proceed with the dividend or the
spin-off.
Two-Way Trading to Begin for Ligand on the Nasdaq Global
Market (Nasdaq)
Beginning on or around the trading day prior to the Record Date
and continuing through the close of trading on the closing date of
the Business Combination, there will be two markets in Ligand
common stock on Nasdaq: a “regular way” market and an
“ex-distribution” market. During this period of two-way trading in
Ligand common stock, there will also be a market on Nasdaq for New
OmniAb common stock on a “when issued” basis.
The trading options that will be available during the two-way
trading period are:
Ligand Regular Way Trading
If, during the period of two-way trading, a Ligand shareholder
sells a share of Ligand common stock in the regular way market
under Ligand’s Nasdaq symbol, “LGND,” the shareholder will be
selling both the share of Ligand common stock and the right to
receive the Distribution of OmniAb common stock (which will be
exchanged for shares of New OmniAb common stock and Earnout Shares
in the transaction). On the trading day after the Closing, shares
of Ligand common stock will commence trading without the right to
receive the Distribution. At that time, the Earnout Shares will not
be tradable and will remain non-transferrable until the vesting
condition for the applicable tranche of Earnout Shares has been
achieved.
Ligand Ex-distribution Trading
If, during the period of two-way trading, a Ligand shareholder
sells a share of Ligand common stock in the ex-distribution market
under the temporary Nasdaq symbol “LGNDV,” the Ligand shareholder
will be selling only a share of Ligand common stock and will retain
the right to receive the Distribution of OmniAb common stock (which
will be exchanged for shares of New OmniAb common stock and Earnout
Shares in the transaction).
New OmniAb When-issued Trading
During the two-way trading period, there will also be a market
in shares of New OmniAb common stock on a when-issued basis under
the temporary Nasdaq symbol “OABIV.”
Trades under the symbols “OABIV” and “LGNDV” will settle after
the closing date of the Business Combination. If the transaction is
not completed, all trades made under these temporary symbols will
be cancelled.
In all cases, investors should consult with their financial and
tax advisors regarding the specific implications of selling shares
of their Ligand common stock or the right to receive shares of New
OmniAb common stock and Earnout Shares on or before the closing
date of the Business Combination.
About OmniAb®
OmniAb’s discovery platform provides pharmaceutical industry
partners access to the diverse antibody repertoires and
high-throughput screening technologies to enable discovery of
next-generation therapeutics. At the heart of the OmniAb platform
is the Biological Intelligence™ (BI) of our proprietary transgenic
animals, including OmniRat, OmniChicken and OmniMouse that have
been genetically modified to generate antibodies with human
sequences to facilitate development of human therapeutic
candidates. OmniFlic (transgenic rat) and OmniClic (transgenic
chicken) address industry needs for bispecific antibody
applications though a common light chain approach, and OmniTaur
features unique structural attributes of cow antibodies for complex
targets. We believe the OmniAb animals comprise the most diverse
host systems available in the industry and they are optimally
leveraged through computational antigen design and immunization
methods, paired with high-throughput single B cell phenotypic
screening and mining of next-generation sequencing datasets with
custom algorithms to identify fully human antibodies with superior
performance and developability characteristics. An established core
competency focused on ion channels and transporters further
differentiates our technology and creates opportunities in emerging
target classes. OmniAb antibodies have been leveraged across
modalities, including bispecific antibodies, antibody-drug
conjugates and others. The OmniAb suite of technologies span from
BI-powered repertoire generation to cutting edge antibody discovery
and optimization offering a highly efficient and customizable
end-to-end solution for the growing discovery needs of the global
pharmaceutical industry.
Follow OmniAb on Twitter @OmniAbTech.
About Avista Public Acquisition Corp. II
APAC is a special purpose acquisition company that completed its
initial public offering in August 2021. APAC was formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or business combination
with one or more businesses. APAC is sponsored by Avista
Acquisition LP II, which was formed for the express purpose of
acting as the sponsor for APAC. Avista Acquisition LP II is an
affiliate of Avista Capital Holdings, L.P. For more information,
please visit www.avistapac.com/ahpac.
About Ligand Pharmaceuticals
Ligand is a revenue-generating biopharmaceutical company focused
on developing or acquiring technologies that help pharmaceutical
companies discover and develop medicines. Our business model
creates value for stockholders by providing a diversified portfolio
of biotech and pharmaceutical product revenue streams that are
supported by an efficient and low corporate cost structure. Our
goal is to offer investors an opportunity to participate in the
promise of the biotech industry in a profitable, diversified and
lower-risk business than a typical biotech company. Our business
model is based on doing what we do best: drug discovery,
early-stage drug development, product reformulation and partnering.
We partner with other pharmaceutical companies to leverage what
they do best (late-stage development, regulatory management and
commercialization) ultimately to generate our revenue. Ligand’s
Captisol platform technology is a patent-protected, chemically
modified cyclodextrin with a structure designed to optimize the
solubility and stability of drugs. Ligand’s Pelican Expression
Technology is a robust, validated, cost-effective and scalable
platform for recombinant protein production that is especially
well-suited for complex, large-scale protein production where
traditional systems are not. Ligand has established multiple
alliances, licenses and other business relationships with the
world’s leading pharmaceutical companies including Amgen, Merck,
Pfizer, Sanofi, Takeda, Gilead Sciences and Baxter International.
For more information, please visit www.ligand.com.
Follow Ligand on Twitter @Ligand_LGND.
Important Information and Where to Find It
In connection with the Business Combination, OmniAb filed with
the SEC a registration statement on Form 10 (Form 10) (File No.
000-56427) registering shares of OmniAb common stock and APAC filed
with the SEC a registration statement on Form S-4 (Form S-4) (File
No. 333-264525) registering shares of New OmniAb common stock,
warrants and certain equity awards. APAC also filed a definitive
proxy statement/prospectus in connection with the APAC shareholder
vote required in connection with the Business Combination. The Form
10 filed by OmniAb included portions of the Form S-4 filed by APAC,
which serves as an information statement/prospectus in connection
with the spin-off of OmniAb. This communication does not contain
all the information that should be considered concerning the
Business Combination. This communication is not a substitute for
the registration statements that OmniAb and APAC filed or will file
with the SEC or any other documents that APAC or OmniAb may file
with the SEC, or that APAC, Ligand or OmniAb may send to
stockholders in connection with the Business Combination. It is not
intended to form the basis of any investment decision or any other
decision in respect to the Business Combination. APAC’s
shareholders, Ligand’s stockholders and other interested persons
are advised to read the definitive registration statements, and
documents incorporated by reference therein, as these materials
will contain important information about APAC, OmniAb and the
Business Combination.
The registration statements, proxy
statement/prospectus/information statement and other documents are
also available free of charge at the SEC’s website at www.sec.gov
or by directing a request to: Avista Public Acquisition Corp. II,
65 East 55th Street, 18th Floor, New York, NY 10022.
No Solicitation or Offer
This communication shall neither constitute an offer to sell nor
the solicitation of an offer to buy any securities, or the
solicitation of any proxy, vote, consent or approval in any
jurisdiction in connection with the Business Combination, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to any
registration or qualification under the securities laws of any such
jurisdictions. This communication is restricted by law; it is not
intended for distribution to, or use by any person in, any
jurisdiction where such distribution or use would be contrary to
local law or regulation.
Forward-Looking Statements
This news release contains forward-looking statements by Ligand
that involve risks and uncertainties and reflect Ligand's judgment
as of the date of this release. Words such as “plans,” “believes,”
“expects,” “anticipates,” and “will,” and similar expressions, are
intended to identify forward-looking statements. These
forward-looking statements include, without limitation, statements
regarding: the expected timing of the spin-off of OmniAb and the
Business Combination; estimated expenses and cash balance; the
estimated Base Exchange Ratio and Earnout Exchange Ratio; the
anticipated two-way trading market in Ligand common stock and
when-issued trading in New OmniAb common stock on Nasdaq; and the
ability of the parties to complete the Business Combination. Actual
events or results may differ from Ligand's expectations due to
risks and uncertainties inherent in Ligand’s business, including,
without limitation: the spin-off of OmniAb and the Business
Combination may not be completed in accordance with the expected
plans or anticipated timeline or at all; the two-way trading market
in Ligand common stock and when-issued trading market in New OmniAb
common stock may not develop as anticipated; and other risks
described in Ligand’s prior press releases available at
www.ligand.com as well as in Ligand's public periodic filings with
the SEC available at www.sec.gov. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of APAC’s registration statement on Form S-1 (File
No. 333-257177), APAC’s registration statement on Form S-4 (File
No. 333-264525), OmniAb’s registration statement on Form 10 (File
No. 000-56427), the proxy/information statement/prospectus and
certain other documents filed or that may be filed by APAC, Ligand
or OmniAb from time to time with the SEC following the date hereof.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Ligand, OmniAb and APAC assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Ligand, OmniAb, or APAC gives any assurance that
Ligand, OmniAb or APAC will achieve their expectations. This
caution is made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221024005850/en/
Ligand Pharmaceuticals Incorporated Simon Latimer
investors@ligand.com (858) 550-7766 Twitter: @Ligand_LGND
LHA Investor Relations Bruce Voss bvoss@lhai.com (310)
691-7100
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