Ligand Raises Ownership Limit for BVF Partners to 25% of Shares Outstanding
SAN DIEGO -- June 20, 2013
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) announces that its Board of
Directors has agreed to waive certain “poison pill” provisions to allow BVF
Partners L.P., including its affiliates and associates (“BVF”), to increase
its ownership of the Company from the previous limit of 19.99% of outstanding
common stock to a new limit of 24.99%, subject to certain conditions. BVF has
been Ligand’s largest shareholder since the second quarter of 2011 and
currently owns 17.7% of the Company's outstanding stock.
BVF’s acquisition of stock, if any, is expected to be made in the open market
or through direct purchases from other stockholders. Ligand has been diligent
in setting the terms of the waiver for the potential benefit of all
shareholders of Ligand. In summary, the conditions under which BVF will be
permitted to exceed the current limit of 19.99% and own up to 24.99% of
Ligand’s outstanding stock include the following:
*BVF’s purchases must exceed the 19.99% threshold within nine months from
the date of the agreement, or the waiver for the increased ownership limit
*At any time BVF holds a position in excess of 19.99% of Ligand’s
outstanding stock, Ligand’s Board of Directors will have sole voting
control over BVF-owned shares representing 15% of the company’s total
outstanding shares (currently approximately 3 million shares).
*BVF will not attempt to nominate any Director to the Ligand Board of
Directors or undertake any other control initiative.
*Any shares purchased in excess of 19.99% of the outstanding common stock
must be held by BVF for a minimum of four years or until the stock reaches
$100 per share.
About Ligand Pharmaceuticals
Ligand is a biopharmaceutical company that develops and acquires assets it
believes will generate royalty revenues and, under its lean corporate cost
structure, produce sustainable profitability. Ligand has a diverse asset
portfolio addressing the unmet medical needs of patients for a broad spectrum
of diseases including thrombocytopenia, multiple myeloma, diabetes, hepatitis,
muscle wasting, dyslipidemia, anemia and osteoporosis. Ligand’s Captisol
platform technology is a patent-protected, chemically modified cyclodextrin
with a structure designed to optimize the solubility and stability of drugs.
Ligand has established multiple alliances with the world’s leading
pharmaceutical companies including GlaxoSmithKline, Onyx Pharmaceuticals,
Merck, Pfizer, Baxter International, Bristol-Myers Squibb, Celgene, Lundbeck
Inc., Eli Lilly & Co., Spectrum Pharmaceuticals and The Medicines Company.
Please visit www.captisol.com for more information on Captisol or
www.ligand.com for more information on Ligand.
Follow Ligand on Twitter @Ligand_LGND.
This news release contains certain forward-looking statements by Ligand that
involve risks and uncertainties, and reflect Ligand’s judgment as of the date
of this release. These statements include those related to the permitted
purchase of Ligand common stock by BVF, and the future value of Ligand common
stock. The failure to meet expectations with respect to any of the foregoing
matters may have a negative effect on Ligand's stock price. Additional
information concerning these and other risk factors affecting Ligand's
business can be found in prior press releases available via www.ligand.com as
well as in Ligand’s public periodic filings with the Securities and Exchange
Commission at www.sec.gov. Ligand disclaims any intent or obligation to update
these forward-looking statements beyond the date of this release. This caution
is made under the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
Ligand Pharmaceuticals Incorporated
John Higgins, President and CEO
Jennifer Capuzelo, Investor Relations
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