Ligand to acquire XOMA Royalty for $39/share cash plus CVR from Janssen litigation

LIGAND PHARMACEUTICALS INC

Cash consideration of $39.00 per XOMA Royalty share plus CVRs representing 75% of net proceeds from Janssen litigation.
Support agreements from stockholders (~47% of shares), including BFV Partners and management, to vote in favor.
Termination fee of $40M payable by XOMA Royalty under specified circumstances.
Transaction subject to XOMA Royalty stockholder approval and HSR clearance; expected to close by Jan 26, 2027.
XOMA Royalty board unanimously approved and recommends stockholders vote in favor.

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

LIGAND PHARMACEUTICALS INC entered into Agreement and Plan of Merger with XOMA Royalty Corporation (effective 2026-04-27).

Action: entry
Agreement: merger
Counterparty: XOMA Royalty Corporation
Effective: 2026-04-27

Exact text from the filing

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

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Source: SEC EDGAR

accession 0001193125-26-179529

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