Ligand Pharmaceuticals (LGND) Proxy filing summary

Executive summary

• Announced a definitive agreement for the acquisition of XOMA Royalty Corporation, expected to close in Q3 2026, with XOMA shareholders receiving $39 per share in cash plus a CVR tied to litigation proceeds from a dispute with Janssen Biotech over Tremfya.

• The acquisition will add seven commercial royalties and over 100 development-stage programs, more than doubling the portfolio and accelerating both near- and long-term growth.

• The deal is immediately accretive, projected to add $0.50 to adjusted EPS in 2026 and $1.50 in 2027, with significant operational and financial synergies anticipated.

• Funding will come from cash on hand and a credit facility, with sufficient capacity retained for ongoing capital deployment of $150–$250 million annually in royalty assets.

• The acquisition aligns with a strategy focused on compounding profitable growth, diversification, and exposure to high-value biopharmaceutical assets.

Voting matters and shareholder proposals

• The transaction is subject to shareholder and regulatory approval, with a proxy statement to be filed and mailed to XOMA Royalty stockholders for voting.

• Shareholders are urged to review the proxy statement and related SEC filings before voting on the proposed acquisition.

Board of directors and corporate governance

• XOMA Royalty’s directors, executive officers, and employees may be deemed participants in the proxy solicitation for the acquisition.

• Additional information on interests of directors and officers will be disclosed in the proxy statement.