Ligand Commences Previously Announced Cash Tender Offer to Acquire Pfenex Inc.
August 31 2020 - 9:00AM
Business Wire
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND)
announced today that its wholly-owned subsidiary, Pelican
Acquisition Sub, Inc. (the “Purchaser”), is commencing a tender
offer to purchase all 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. The tender offer is being made pursuant to
an Offer to Purchase, dated August 31, 2020 (the “Offer to
Purchase”), and in connection with the Agreement and Plan of
Merger, dated August 10, 2020, by and among Ligand, Purchaser and
Pfenex (the “Merger Agreement”), which Ligand and Pfenex previously
announced on August 10, 2020.
The tender offer will expire at midnight (New York City time) at
the end of the day on Tuesday, September 29, 2020, (such date and
time, the “Expiration Date”), unless (i) the Purchaser extends the
period during which the tender offer is open pursuant to and in
accordance with the terms of the Merger Agreement, in which case
the term “Expiration Date” means the latest date and time at which
the offer period, as so extended by the Purchaser, will expire or
(ii) the Merger Agreement has been earlier terminated. Pursuant to
the Merger Agreement, the Purchaser will extend the offer period
for any period or periods required by any applicable law or
applicable rules, regulations, interpretations or positions of the
Securities and Exchange Commission (“SEC”) or its staff or the NYSE
American, and the Purchaser may (and if requested by Pfenex shall)
extend the Offer for successive periods of up to 10 business days
each (or such longer period as may be approved by Pfenex), if on or
prior to any then scheduled Expiration Date, any of the conditions
to the offer (other than the Minimum Condition (as defined below))
has not been satisfied or waived (where permitted by applicable law
or the Merger Agreement). The Purchaser will also extend the offer
period for successive periods of 10 business days each (or such
longer period as may be approved by Pfenex), if on or prior to any
then scheduled Expiration Date, all conditions to the offer (other
than the Minimum Condition) have been satisfied or waived (where
permitted by applicable law or the Merger Agreement); provided, in
no event will the Purchaser be required to extend the tender offer
on more than two occasions (but may elect to do so in its sole and
absolute discretion).
The tender offer is not subject to any financing condition. The
tender offer is conditioned upon (i) there being validly tendered
in the tender offer and not properly withdrawn prior to the
Expiration Date, a number of shares of common stock which, together
with the number of shares of common stock then owned by Ligand or
any of its wholly-owned direct or indirect subsidiaries, including
the Purchaser (if any), represents at least a majority of the then
outstanding shares of common stock (determined in accordance with
the Merger Agreement) (excluding from the number of tendered
shares, shares tendered pursuant to guaranteed delivery procedures
that have not yet been “received” as such term is defined in
Section 251(h) of the General Corporation Law of the State of
Delaware, by the depositary for the tender offer pursuant to such
procedures) (the “Minimum Condition”); (ii) the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, having expired or been terminated; (iii) the
absence of legal restraints that has the effect of prohibiting or
otherwise preventing the consummation of the Offer or the Merger;
and (iv) the satisfaction or waiver by the Purchaser of the other
conditions and requirements of the tender offer. As soon as
practicable following the consummation of the tender offer, the
Purchaser will merge with and into Pfenex with Pfenex continuing as
the surviving corporation and as a wholly-owned subsidiary of
Ligand.
D.F. King & Co., Inc. is acting as information agent and
American Stock Transfer & Trust Company, LLC is acting as
depositary in the tender offer. Requests for documents and
questions regarding the tender offer may be directed to the
information agent by telephone at (800) 821-8781.
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.
Additional Information and Where to Find It
This press release is for informational purposes only and is not
an offer to buy nor a solicitation of an offer to sell any shares
of common stock of Pfenex. The solicitation and the offer to buy
shares of common stock of Pfenex is being made pursuant to a tender
offer statement on Schedule TO, including the Offer to Purchase, a
letter of transmittal and other related materials that were filed
by Ligand and the Purchaser with the SEC on August 31, 2020. In
addition, Pfenex has filed a Solicitation/Recommendation Statement
on Schedule 14D-9 with respect to the tender offer with the SEC on
August 31, 2020. Investors can obtain a free copy of these
materials and other documents filed by Ligand, the Purchaser and
Pfenex with the SEC at the website maintained by the SEC at
www.sec.gov. Investors may also obtain, at no charge, copies of
these materials and other documents by contacting the information
agent for the tender offer. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THESE DOCUMENTS, INCLUDING THE
SOLICITATION/RECOMMENDATION STATEMENT OF PFENEX AND ANY AMENDMENTS
THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER
OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN
THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE TENDER OFFER.
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; the potential contributions the
acquisition is expected to bring to Ligand, including technologies,
collaborations and revenue streams, the potential to secure
additional licenses, and development operations; and the expected
impact on Ligand’s future financial and operating results. 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, including the risk that Ligand
may not receive sufficient number of shares tendered from Pfenex’s
stockholders to complete the tender offer; 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/20200831005356/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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