Ligand to acquire XOMA Royalty for $39.00/share cash plus contingent value rights

XOMA Royalty Corp

Per-share consideration: $39.00 cash plus CVRs representing rights to 75% of net proceeds from Janssen litigation.
Support stockholders holding ~47% of shares agree to vote in favor; no financing condition for acquirer.
Transaction includes holding company reorganization and CVR spin; expected close by Jan 26, 2027.
Termination fee of $40M payable by XOMA under specified circumstances including superior proposal.
XOMA Board unanimously recommends approval; stockholder vote required.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

XOMA Royalty Corp entered into Merger Agreement with Ligand Pharmaceuticals Incorporated and Flex Merger Sub, Inc. (effective 2026-04-27).

Action: entry
Agreement: merger
Counterparty: Ligand Pharmaceuticals Incorporated and Flex Merger Sub, Inc.
Effective: 2026-04-27

Exact text from the filing

On April 27, 2026, XOMA Royalty Corporation, a Nevada corporation (the “ Company ” or “ XOMA Royalty ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Parent ”), and Flex Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”)

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38 material agreements filed in the last 30 days. Browse all material agreements →

XOMA Royalty Corp filing history →

Source: SEC EDGAR

accession 0001193125-26-179085

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