Announcement • 9h

Ligand Pharmaceuticals Incorporated (NasdaqGM:LGND) completed the acquisition of XOMA Royalty Corporation (NasdaqGM:XOMA) from a group of shareholders.

Ligand Pharmaceuticals Incorporated (NasdaqGM:LGND) entered into a definitive agreement to acquire XOMA Royalty Corporation (NasdaqGM:XOMA) from a group of shareholders for approximately $690 million on April 27, 2026. Under the terms of the merger agreement, Ligand will acquire all the outstanding shares of common stock of XOMA Royalty for $39.00 per share in cash, for a total equity value of approximately $739 million. XOMA Royalty stockholders are expected to separately receive one non-transferable Contingent Value Right per share entitling the holder to receive a portion of 75% of the net proceeds that may result from certain pending litigation at XOMA Royalty. XOMA Royalty’s Series X Convertible Preferred Stock is expected to be converted into shares of common stock at its stated fixed price prior to closing, whereas the outstanding shares of Series A Preferred Stock and Series B Preferred Stock are expected to be redeemed. XOMA Royalty stockholders also will receive one CVR per share. The CVRs are intended to provide XOMA Royalty stockholders with the opportunity to receive certain net proceeds, if any are recovered, from certain ongoing litigation with regard to XOMA Royalty’s dispute with Janssen Biotech regarding the commercialization of TREMFYA®. The cash consideration for the transaction is expected to be funded with Ligand’s existing cash on hand and borrowings under Ligand’s existing credit facility. The cash purchase price at close represents an approximately 14% premium to XOMA Royalty’s 30 trading day volume weighted average price as of April 24, 2026, the last trading day prior to announcement of the transaction. In case of termination of transaction, Ligand will pay a termination fee of $40 million. The transaction has been unanimously approved by the Ligand and XOMA Royalty Boards of Directors. The transaction is subject to customary closing conditions, approval by XOMA Royalty stockholders, antitrust regulations, and the receipt of certain regulatory approvals. The transaction is expected to close in the third quarter of 202 and to be immediately accretive to Ligand earnings per share. Ligand is increasing its 2026 revenue guidance to be in the range of $270 million to $310 million (previously $245 million to $285 million) and is raising adjusted earnings per diluted share guidance to $8.50 to $9.50 (previously $8.00 to $9.00). Royalties are now expected to range from $225 million to $250 million (previously $200 million to $225 million). Guidance for sales of Captisol® ($35 million to $40 million) and contract revenue ($10 million to $20 million) are unchanged. In addition, Ligand expects the transaction to be accretive by $1.50 per share to adjusted EPS in 2027. As of June 12, 2026, the transaction is expected to close on or about July 14, 2026. Stifel, Nicolaus & Company, Incorporated acted as lead financial advisor for Ligand Pharmaceuticals Incorporated. Citigroup Global Markets Inc. acted as financial advisor for Ligand Pharmaceuticals Incorporated. Andrew Goodman, Brad Bondi, Sean Donahue, Brandon Bortner, Ryan Brewer.Eric Schiele, Ben Stein, Olivier Souleres, Andrew Davis, Joe Opich, Michael Pelle, Jason Ertel, Brad Bondi, Ronald Anguas, Neil Schumacher, Nick Griepsma, Todd Schneider, Joshua Soven, Catherine Kordestani, Holly Snow and Peter Lindsay of Paul Hastings LLP acted as legal advisors for Ligand Pharmaceuticals Incorporated. Leerink Partners LLC acted as lead financial advisor for XOMA Royalty Corporation. In connection with Leerink Partners’ services as a financial advisor to the Company, the Company has agreed to pay Leerink Partners an aggregate fee estimated as of the announcement of the Merger Agreement to be approximately $18.4 million, $1.0 million of which became payable upon the rendering of Leerink Partners’ opinion, and the remainder of which is payable contingent upon consummation of the Transaction. H.C. Wainwright & Co., LLC acted as financial advisor for XOMA Royalty Corporation. Ryan Murr, Branden Berns, Pamela Lawrence Endreny, Sean Feller and Rachel Kleinberg of Gibson, Dunn & Crutcher LLP acted as legal advisors for XOMA Royalty Corporation. Collected Strategies is serving as strategic communications advisor to Ligand. Sodali & Co acted as information agent to XOMA Royalty and will receive a fee of approximately $10,000, plus reimbursement of reasonable expenses. Equiniti Trust Company, LLC acted as transfer agent to XOMA Royalty. Ligand Pharmaceuticals Incorporated (NasdaqGM:LGND) completed the acquisition of XOMA Royalty Corporation (NasdaqGM:XOMA) from a group of shareholders on July 14, 2026. In connection with the completion of the transaction, XOMA Royalty common stock ceased trading on The Nasdaq Global Market. In accordance with the terms of the Merger Agreement, effective as of the Effective Time, (i) the directors of Merger Sub as of immediately prior to the Effective Time, Todd C. Davis, Octavio Espinoza and Andrew Reardon, became the directors of XOMA Royalty until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be, and each of Jack L. Wyszomierski, Heather L. Franklin, Natasha Hernday, Owen Hughes, Barbara Kosacz, Joseph M. Limber and Matthew Perry, voluntarily resigned as directors of XOMA Royalty and from all committees of the Board of Directors of XOMA Royalty on which such directors served, and (ii) the officers of Merger Sub as of immediately prior to the Effective Time became new officers of XOMA Royalty. The transaction is expected to be immediately accretive and to add approximately $0.50 and $1.50 per share to Ligand’s projected 2026 and 2027 adjusted earnings per share1, respectively.

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Ligand Pharmaceuticals Incorporated (NasdaqGM:LGND) completed the acquisition of XOMA Royalty Corporation (NasdaqGM:XOMA) from a group of shareholders.

LGND: Expanded Royalty Portfolio And Xoma Deal Will Guide Future Returns

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