Ligand Announces Expiration of Tender Offer for Shares of Pfenex Inc.
September 30 2020 - 8:00AM
Business Wire
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) today
announced that its tender offer to purchase any and all issued and
outstanding shares of common stock of Pfenex Inc. (NYSE
American: PFNX) at an offer price of $12.00 per share in cash,
plus one non-transferable contractual contingent value right per
share representing the right to receive a contingent payment of
$2.00 in cash, if a certain specified milestone is achieved,
expired at midnight (New York City time), at the end of the day on
Tuesday, September 29, 2020.
The depositary for the tender offer has advised that, as of the
expiration of the tender offer, a total of approximately 27,591,554
shares were validly tendered and not withdrawn in the tender offer
(including shares delivered through notices of guaranteed
delivery), representing approximately 80.3% of Pfenex’s outstanding
shares. Ligand’s wholly-owned subsidiary will accept for payment
all shares that were validly tendered and not withdrawn prior to
expiration of the tender offer, and payment for such shares will be
made promptly, in accordance with the terms of the tender
offer.
Ligand expects the merger to close on October 1, 2020, with
Pfenex becoming a wholly owned subsidiary of Ligand. As a
consequence of the merger, each outstanding Pfenex share not
tendered and purchased in the offer (other than those as to which
holders properly exercise dissenters’ rights and those owned at the
commencement of the tender offer by Ligand or its direct and
indirect subsidiaries) will be converted into the right to receive
the same $12.00 per share in cash, plus one non-transferable
contractual contingent value right per share representing the right
to receive a contingent payment of $2.00 in cash, if a certain
specified milestone is achieved, without interest and less any
required withholding taxes, that was offered in the tender offer.
Following completion of the merger, Pfenex’s common stock will
cease to be traded on the New York Stock Exchange American.
About Ligand
Ligand is a revenue-generating biopharmaceutical company focused
on developing or acquiring technologies that help pharmaceutical
companies discover and develop medicines. Ligand’s 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.
Ligand’s 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. Ligand’s
business model is based on doing what Ligand does best: drug
discovery, early-stage drug development, product reformulation and
partnering. Ligand partners with other pharmaceutical companies to
leverage what they do best (late-stage development, regulatory
management and commercialization) to ultimately generate our
revenue. Ligand’s OmniAb® technology platform is a patent-protected
transgenic animal platform used in the discovery of fully human
mono- and bispecific therapeutic antibodies. The Captisol platform
technology is a patent-protected, chemically modified cyclodextrin
with a structure designed to optimize the solubility and stability
of drugs. The Vernalis Design Platform (VDP) integrates protein
structure determination and engineering, fragment screening and
molecular modeling, with medicinal chemistry, to help enable
success in novel drug discovery programs against highly-challenging
targets. Ab Initio™ technology and services for the design and
preparation of customized antigens enable the successful discovery
of therapeutic antibodies against difficult-to-access cellular
targets. Ligand has established multiple alliances, licenses and
other business relationships with the world’s leading
pharmaceutical companies including Amgen, Merck, Pfizer, Sanofi,
Janssen, Takeda, Servier, Gilead Sciences and Baxter International.
For more information, please visit www.ligand.com.
Follow Ligand on Twitter @Ligand_LGND.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements by Ligand
that involve risks and uncertainties and reflect Ligand’s judgment
as of the date of this release. These forward-looking statements
include, without limitation, statements regarding the timing of the
anticipated acquisition and when and whether the anticipated
acquisition ultimately will close. Actual events or results may
differ from Ligand’s expectations due to risks and uncertainties
inherent in Ligand’s business, including, without limitation: the
risk that the conditions to the closing of the transaction are not
satisfied; litigation relating to the transaction; uncertainties as
to the timing of the consummation of the transaction and the
ability of each of Ligand or Pfenex to consummate the transaction;
risks that the proposed transaction disrupts the current plans and
operations of Ligand or Pfenex; the ability of Pfenex to retain key
personnel; competitive responses to the proposed transaction;
unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction; Ligand’s ability to achieve the growth prospects and
synergies expected from the transaction, as well as delays,
challenges and expenses associated with integrating Pfenex with its
existing businesses; the impact of COVID-19 on Ligand’s and
Pfenex’s businesses and the timing of the transaction; legislative,
regulatory and economic developments; and other risks described in
Ligand’s prior press releases and filings with the SEC. The failure
to meet expectations with respect to any of the foregoing matters
may reduce Ligand's stock price. Ligand disclaims any intent or
obligation to update these forward-looking statements after the
date hereof. This caution is made under the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995.
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version on businesswire.com: https://www.businesswire.com/news/home/20200930005286/en/
Ligand Pharmaceuticals Incorporated Patrick O’Brien
investors@ligand.com (858) 550-7893 Twitter: @Ligand_LGND
LHA Investor Relations Bruce Voss bvoss@lhai.com (310)
691-7100
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