XOMA Corporation (XOMA) Proxy filing summary

Executive summary

• Ligand Pharmaceuticals will acquire all outstanding shares of XOMA Royalty for $39.00 per share in cash, totaling approximately $739 million, plus one non-transferable Contingent Value Right (CVR) per share, representing 75% of net proceeds from pending litigation.

• The transaction expands Ligand’s royalty portfolio to over 200 assets, adds seven new commercial products, and is expected to be immediately accretive to Ligand’s adjusted EPS, with increased 2026 guidance and further accretion projected for 2027.

• The Boards of both companies unanimously approved the deal; key shareholders, including BVF Partners and XOMA Royalty’s directors and officers, have entered into voting agreements supporting the transaction.

• The transaction is expected to close in Q3 2026, subject to customary closing conditions, regulatory approvals, and approval by XOMA Royalty stockholders.

Voting matters and shareholder proposals

• The merger requires approval by a majority of XOMA Royalty’s outstanding shares; supporting stockholders representing approximately 47% of shares have agreed to vote in favor.

• Shareholders will receive proxy materials and are urged to review them before voting; the definitive proxy statement will be mailed prior to the meeting.

• The Board recommends voting in favor of the merger; dissenters’ rights are limited by support agreements and transaction structure.

Board of directors and corporate governance

• The Board of Directors of both companies unanimously determined the merger is fair and in the best interests of shareholders.

• At closing, directors of the Merger Sub will become directors of the surviving corporation; current officers will continue as officers of the surviving entity.

• Directors and officers of XOMA Royalty have entered into voting agreements and will resign as directors at the effective time.