This Amendment No. 3 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO (as further amended and supplemented, the Schedule TO), filed with the United States Securities and Exchange Commission on August 31, 2020 by Pelican Acquisition Sub, Inc. (the Purchaser), a Delaware
corporation and a wholly-owned subsidiary of Ligand Pharmaceuticals Incorporated (Ligand), a Delaware corporation, to purchase all of the outstanding shares of common stock, par value $0.001 per share (the Shares), of Pfenex
Inc. (Pfenex), a Delaware corporation, at a price of $12.00 per Share, in cash, plus a contingent value right (CVR), which shall represent the right to receive a contingent payment of $2.00 in cash, without interest and less
any applicable withholding taxes, if a specified milestone is achieved, pursuant to an Agreement and Plan of Merger, dated as of August 10, 2020, and subject to the conditions described in the offer to purchase, dated August 31, 2020 (the
Offer to Purchase), and in the related letter of transmittal (the Letter of Transmittal), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of
Transmittal collectively constitute the Offer.
The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this
Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
The items of the Schedule TO set forth below are
hereby amended and supplemented as follows:
Items 1 through 9 and 11
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the
Offer to Purchase, are hereby amended and supplemented by adding the following text:
The Offer expired at midnight (New York City Time), at the end of
the day on Tuesday, September 29, 2020. The Depositary has advised Ligand and Purchaser that, as of the expiration of the Offer, a total of 24,744,327 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered)
were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 72.0% of the Shares outstanding as of the expiration of the Offer. In addition, Notices of Guaranteed Delivery have been delivered with respect to
approximately 2,847,227 Shares that have not yet been tendered, representing approximately 8.3% of the outstanding Shares.
As of the expiration of the
Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived. Promptly after the expiration of the Offer, Purchaser
irrevocably accepted for payment, and expects to promptly pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer.
As a
result of its acceptance of the Shares tendered in the Offer, Purchaser acquired sufficient Shares to complete the Merger without the affirmative vote of the stockholders of Pfenex pursuant to Section 251(h) of the DGCL. Ligand and Purchaser
expect to effect the Merger as soon as practicable in accordance with the terms of the Merger Agreement. At the Effective Time of the Merger, each Share issued and outstanding immediately prior to the Effective Time, other than any Shares
(i) that are owned by Ligand, Purchaser or Pfenex, or by any wholly-owned subsidiary of Ligand or Purchaser, in each case immediately prior to the commencement of the Offer, or (ii) in respect of which appraisal rights were perfected in
accordance with Section 262 DGCL, will be automatically converted into the right to receive $12.00 per Share, in cash, plus a CVR, which represents the right to receive a contingent payment of $2.00 in cash, if a specified milestone is
achieved, without interest and less any applicable withholding taxes.
Following consummation of the Merger, the Shares will be delisted and will cease to
trade on the NYSE American. Ligand and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Pfenexs reporting obligations under the Exchange Act as promptly as
practicable.
On September 30, 2020, Ligand issued a press release announcing the expiration and results of the Offer. The full text of the press
release is attached as Exhibit (a)(5)(xi) hereto and is incorporated herein by reference.