Ligand Pharmaceuticals (LGND) Proxy filing summary

Executive summary

• Ligand will acquire XOMA Royalty for $39.00 per share in cash, plus a non-transferable contingent value right (CVR) per share, representing 75% of net proceeds from pending litigation with Janssen Biotech.

• The transaction values XOMA Royalty at approximately $739 million, a 14% premium to its 30-day VWAP, and is expected to close in Q3 2026, subject to shareholder and regulatory approvals.

• The acquisition will nearly double Ligand’s royalty portfolio, adding over 120 assets, including seven new commercial products and more than 100 partnered development-stage programs.

• The deal is expected to be immediately accretive to Ligand’s adjusted EPS, with updated 2026 guidance of $8.50–$9.50 and an anticipated $1.50 per share EPS accretion in 2027.

• Entities affiliated with BVF Partners, holding about 44% of XOMA Royalty’s shares (on an as-converted basis), and XOMA’s directors and officers have entered into voting agreements supporting the transaction.

Voting matters and shareholder proposals

• XOMA Royalty shareholders will vote on the merger agreement; approval by a majority of combined voting power is required.

• Voting and Support Agreements have been executed with key shareholders, including BVF Partners and company insiders, to vote in favor of the merger.

• Shareholders will also receive a CVR for potential litigation proceeds and will be asked to approve related proposals at the stockholder meeting.

Board of directors and corporate governance

• The transaction was unanimously approved by both companies’ boards.

• At closing, directors of the merger sub will become directors of the surviving corporation.

• XOMA Royalty’s board recommends shareholders vote in favor of the merger.