8-K
filed November 4, 2022, 7:59 PM ET
ticker LGND
CIK 0000886163
M&A
confidence high
sentiment neutral
materiality 0.75
LIGAND PHARMACEUTICALS INC (LGND): M&A transaction — Ligand completes OmniAb spin-off and merger with APAC; new President and CFO appointed
LIGAND PHARMACEUTICALS INC
- Completed separation and merger of OmniAb antibody discovery business with Avista Public Acquisition Corp. II (SPAC) on Nov 1, 2022.
- Ligand shareholders received 4.90007 New OmniAb shares per Legacy OmniAb share plus 0.75842 earnout shares.
- Post-transaction ownership: Ligand shareholders ~85%, APAC public ~1.1%, sponsor ~13.9% of New OmniAb.
- Three directors (Boyce, Cochran, Patel) and COO/General Counsel resigned; Korenberg appointed President/COO, Espinoza appointed CFO.
- Adopted amended severance plan and entered change-in-control severance agreements with new executives.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sunil Patel resigned as director at LIGAND PHARMACEUTICALS INC.
- Action
- resigned
- Role
- director
Exact text from the filing
Sarah Boyce, Jennifer Cochran and Sunil Patel each resigned from Ligand’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Octavio Espinoza was appointed as Chief Financial Officer at LIGAND PHARMACEUTICALS INC.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Octavio Espinoza , 52, was appointed as Ligand’s Chief Financial Officer, replacing Mr. Korenberg in his roles as principal financial officer and principal accounting officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Charles Berkman resigned as Senior Vice President, General Counsel and Secretary at LIGAND PHARMACEUTICALS INC.
- Action
- resigned
- Role
- Senior Vice President, General Counsel and Secretary
Exact text from the filing
Matthew Foehr and Charles Berkman resigned as Ligand’s President and Chief Operating Officer and Senior Vice President, General Counsel and Secretary, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jennifer Cochran resigned as director at LIGAND PHARMACEUTICALS INC.
- Action
- resigned
- Role
- director
Exact text from the filing
Sarah Boyce, Jennifer Cochran and Sunil Patel each resigned from Ligand’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sarah Boyce resigned as director at LIGAND PHARMACEUTICALS INC.
- Action
- resigned
- Role
- director
Exact text from the filing
Sarah Boyce, Jennifer Cochran and Sunil Patel each resigned from Ligand’s board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Matthew Korenberg was appointed as President and Chief Operating Officer at LIGAND PHARMACEUTICALS INC.
- Action
- appointed
- Role
- President and Chief Operating Officer
Exact text from the filing
Matthew Korenberg , 47, who until then served as Ligand’s Executive Vice President, Finance and Chief Financial Officer was appointed as Ligand’s President and Chief Operating Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Matthew Foehr resigned as President and Chief Operating Officer at LIGAND PHARMACEUTICALS INC.
- Action
- resigned
- Role
- President and Chief Operating Officer
Exact text from the filing
Matthew Foehr and Charles Berkman resigned as Ligand’s President and Chief Operating Officer and Senior Vice President, General Counsel and Secretary, respectively.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
LIGAND PHARMACEUTICALS INC completed a disposition involving New OmniAb, Inc. (formerly Avista Public Acquisition Corp. II) (closed 2022-11-01).
- Action
- disposition
- Counterparty
- New OmniAb, Inc. (formerly Avista Public Acquisition Corp. II)
- Closing
- 2022-11-01
Exact text from the filing
On November 1, 2022 (the “Distribution Date”), Ligand completed the separation (the “Separation”) of its antibody discovery business and certain related assets and liabilities (the “OmniAb Business”) through a spin-off of Legacy OmniAb to Ligand’s shareholders of record as of October 26, 2022 (the “Record Date”) on a pro rata basis (the “Distribution”) and merger (the “Merger”) of Legacy OmniAb with a wholly owned subsidiary of New OmniAb in a Reverse Morris Trust transaction (collectively, the “Transactions”)
View on SEC.gov
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