This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the
offer by Pelican Acquisition Sub, Inc. (the “Purchaser”), a Delaware corporation and 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.”
Pursuant to
General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through
11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.
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Item 1.
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Summary Term Sheet.
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Regulation M-A Item 1001
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
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Item 2.
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Subject Company Information.
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Regulation M-A Item 1002(a) through (c)
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Pfenex Inc., a Delaware corporation.
Pfenex’s principal executive offices are located at 10790 Roselle Street, San Diego, California 92121. Pfenex’s telephone number at such address is (858) 352-4400.
(b) This Schedule TO relates to the outstanding shares of common stock, par value $0.001 per share, of Pfenex Inc. Pfenex has advised Ligand
that, as of the close of business on August 28, 2020, 34,296,593 Shares were issued and outstanding. The information set forth in the Introduction of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 — “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated
herein by reference.
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Item 3.
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Identity and Background of Filing Person.
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Regulation M-A Item 1003(a) through (c)
(a)-(c) This Schedule TO is filed by Ligand and the Purchaser. The information set forth in Section 8 — “Certain
Information Concerning Ligand and the Purchaser” in the Offer to Purchase and in Annex A of the Offer to Purchase is incorporated herein by reference.
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Item 4.
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Terms of the Transaction.
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Regulation M-A Item 1004(a)
For purposes of subsection (a)(1)(i)-(viii), (x) and (xii), the information set forth in the Offer to Purchase under the following
captions is incorporated by reference in this Schedule TO:
Introduction
Section 1 — “Terms of the Offer”
Section 2 — “Acceptance for Payment and Payment for Shares”
Section 3 — “Procedures for Accepting the Offer and Tendering Shares”
Section 4 — “Withdrawal Rights”
Section 5 — “Material U.S. Federal Income Tax Consequences of the Offer and Merger”
Section 11 — “The Merger Agreement; Other Agreements”
Section 13 — “Certain Effects of the Offer”
Section 15 — “Conditions to the Offer”
Section 16 — “Adjustments to Prevent Dilution”