Ligand Pharmaceuticals to Acquire XOMA Royalty Corp via Merger and Support Agreements

On April 27, 2026, Ligand Pharmaceuticals Incorporated entered into an Agreement and Plan of Merger to acquire XOMA Royalty Corporation. Under the terms of the agreement, Ligand's subsidiary, Flex Merger Sub, Inc., will merge with and into a newly formed holding company of XOMA, with XOMA surviving as a wholly owned subsidiary. Shareholders will receive $39.00 per share in cash plus contingent value rights (CVRs). In connection with the merger, Ligand entered into Voting and Support Agreements with certain XOMA officers, directors, and funds affiliated with BVF Partners. These Supporting Stockholders have agreed to vote their shares in favor of the merger and convert their Series X Preferred Shares into Common Stock. Consequently, Ligand may be deemed to have beneficial ownership of 8,062,678 shares, representing approximately 47.0% of the outstanding Common Stock on an as-converted basis. Ligand has disclaimed beneficial ownership of these shares except as provided by the Support Agreements. The transaction is subject to customary closing conditions, including stockholder approval and regulatory clearances.