LGND

Business Context and Reporting Period

This Form 8-K, dated April 27, 2026, reports that Ligand Pharmaceuticals Incorporated (Ligand) has entered into a definitive Agreement and Plan of Merger to acquire XOMA Royalty Corporation (XOMA Royalty). The transaction involves a complex structure including a holding company reorganization and a contingent value right (CVR) spin-off.

Key Financial Metrics and Transaction Terms

• Merger Consideration: XOMA Royalty shareholders will receive $39.00 per share in cash, plus Contingent Value Rights (CVRs).
• CVR Structure: CVRs represent rights to contingent payments derived from a trust holding a 75% interest in "RemainCo LLC" (the entity retaining XOMA Royalty's business assets and liabilities post-merger).
• Preferred Stock Treatment: Series X Convertible Preferred Stock converts to receive the Merger Consideration. Series A and Series B Perpetual Preferred Stock will be redeemed with accrued and unpaid dividends.
• Termination Fee: XOMA Royalty is obligated to pay a termination fee of $40,000,000 under specific conditions, including entering into a superior proposal or failing to obtain stockholder approval after a competing offer is disclosed.
• Support Agreements: Ligand has secured voting support from officers, directors, and affiliated funds (collectively "Supporting Stockholders") representing approximately 47% of outstanding shares.

Material Changes and Transaction Structure

The filing details a multi-step transaction structure rather than a standard cash-and-stock merger:

1. Holding Company Reorganization: XOMA Royalty will reorganize into a new holding company ("HoldCo") prior to the merger.
2. Asset/Liability Transfer: HoldCo will transfer specific business assets and liabilities to XOMA Royalty (which will convert to an LLC, "RemainCo LLC").
3. CVR Spin: HoldCo will contribute 75% of RemainCo LLC units to a CVR Trust. The remaining 25% stays with HoldCo (which becomes a Ligand subsidiary).
4. Alternative Structure: If Ligand identifies material adverse consequences to the CVR Spin, the parties may negotiate an alternative structure where Ligand issues CVRs directly for 75% of net proceeds from the resolution of the "Janssen Litigation."

Guidance, Risks, and Conditions

Conditions to Closing: The transaction is subject to customary conditions, including:

• Approval by holders of a majority of XOMA Royalty's outstanding shares.
• Expiration or termination of the Hart-Scott-Rodino (HSR) antitrust waiting period.
• Completion of the Holding Company Reorganization and CVR Spin.

Key Risks and Contingencies:

• Regulatory and Approval Risk: Failure to obtain stockholder approval or regulatory clearance could terminate the deal.
• Superior Proposal: XOMA Royalty retains a "fiduciary out" to terminate the agreement for a superior proposal, triggering the $40 million termination fee.
• Integration and Litigation: Risks include the ability to realize anticipated benefits, integration challenges, and uncertainties regarding the Janssen Litigation which underpins the CVR value.
• Forward-Looking Statements: The filing includes extensive disclaimers regarding the uncertainty of clinical trial data, regulatory approvals, and commercial success of pipeline products.

Investor Verification Checklist

• Verify the final terms of the Contingent Value Rights (CVRs) and the specific assets/liabilities allocated to RemainCo LLC versus HoldCo.
• Review the upcoming Definitive Proxy Statement for detailed financial projections and the full text of the Merger Agreement.
• Assess the status and potential outcome of the Janssen Litigation, as it is a primary driver of the CVR value.
• Monitor the HSR antitrust review timeline and any potential regulatory objections.
• Confirm the 47% support from key stockholders remains intact and check for any competing acquisition proposals.