On August 10, 2020, Pfenex Inc., a Delaware corporation (Pfenex or the
Company), issued a press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement) with Ligand Pharmaceuticals Incorporated, a Delaware corporation (Parent) and Pelican Acquisition
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Acquisition Sub). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Acquisition Sub has agreed to commence a cash tender
offer (the Offer) to acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the Company Common Stock) for a purchase price of (i) $12.00 per share, in cash, without interest (the
Cash Portion) and (ii) the contractual right (a CVR), pursuant to the Contingent Value Rights Agreement (as it may be amended from time to time, the CVR Agreement), to receive a contingent payment upon the
achievement of a certain milestone as set forth in the CVR Agreement, without interest (the CVR Portion, and together with the Cash Portion, the Offer Price), subject to any required tax withholding and upon the other terms
and subject to the conditions of the Merger Agreement. If successful, the Offer will be followed by a merger of Parent with and into the Company (the Merger).
This Schedule 14D-9 filing consists of the following documents related to the proposed Offer and Merger:
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i.
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Notice to Optionholders and Employee FAQ, first used August 21, 2020 (Exhibit 99.1)
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The information set forth under Items 1.01, 8.01 and 9.01 of Pfenexs Current Report on Form 8-K filed by the
Company on August 10, 2020 (including all exhibits attached thereto) is incorporated herein by reference.
Important Additional Information and
Where to Find It
In connection with the proposed acquisition of Pfenex Inc. (Pfenex) by Ligand Pharmaceuticals Incorporated
(Parent), Pelican Acquisition Sub, Inc. (Acquisition Sub), a wholly owned subsidiary of Parent will commence a tender offer for all of the outstanding shares of Pfenex. The tender offer has not commenced. This communication
is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Pfenex. It is also not a substitute for the tender offer materials that Parent and Acquisition Sub will file with the Securities
and Exchange Commission (the SEC) upon commencement of the tender offer. At the time that the tender offer is commenced, Parent and Acquisition Sub will file tender offer materials on Schedule TO with the SEC, and Pfenex will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY PFENEXS STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
Both the tender offer materials and the solicitation/recommendation statement will be made available to Pfenexs stockholders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be
made available to all of Pfenexs stockholders by contacting Pfenex at InvestorRelations@pfenex.com or by phone at (858) 352-4400, or by visiting Pfenexs website (www.pfenex.com). In
addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Pfenex with the SEC) will be available at no charge on the SECs website (www.sec.gov) upon filing with the SEC.
PFENEXS STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY PARENT AND ACQUISITION SUB
OR PFENEX WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, PARENT AND PFENEX.