Ligand (Nasdaq: LGND) to acquire XOMA Royalty in $739M, EPS‑accretive deal
Rhea-AI Filing Summary
Ligand Pharmaceuticals agreed to acquire XOMA Royalty Corporation in an all-cash deal valuing XOMA Royalty at approximately $739 million, paying $39.00 per share plus one contingent value right (CVR) per share tied to 75% of certain Janssen litigation net proceeds.
The transaction will add seven commercial products and more than 100 development-stage royalty assets, expanding Ligand’s portfolio to over 200 assets and strengthening its position as a biopharma royalty aggregator. XOMA’s preferred stock is expected to be converted or redeemed, and XOMA stockholders will receive the CVRs in addition to cash.
Ligand raised its 2026 guidance, now targeting total revenue of $270–$310 million and adjusted EPS of $8.50–$9.50, with royalties of $225–$250 million, and expects the deal to add about $1.50 per share to adjusted EPS in 2027. Closing is expected in the third quarter of 2026, subject to XOMA stockholder and regulatory approvals and other customary conditions.
Positive
- Accretive acquisition with raised guidance: Ligand expects the XOMA Royalty deal to be immediately accretive, lifting 2026 adjusted EPS guidance to $8.50–$9.50 and projecting an additional $1.50 per share contribution to adjusted EPS in 2027.
- Significant royalty portfolio expansion: The transaction adds seven commercial products and more than 100 development‑stage royalty assets, expanding Ligand’s portfolio to over 200 assets and broadening exposure across stages and therapeutic areas.
Negative
- None.
Insights
Ligand is using cash to buy XOMA Royalty in a premium, accretive deal that expands its royalty portfolio.
Ligand will acquire XOMA Royalty for $39.00 per share in cash, an equity value of about $739 million and a 14% premium to XOMA’s 30‑day VWAP. Each XOMA share also receives a non‑transferable CVR linked to 75% of net proceeds from specified Janssen litigation, giving existing holders upside if that dispute yields cash.
The acquisition adds seven commercial products and more than 100 development‑stage assets, including royalties on products like Vabysmo and Ojemda, extending Ligand’s royalty duration into the 2040s. Ligand is funding the deal with existing cash and its credit facility, and updated 2026 guidance now targets total revenue of $270–$310 million and adjusted EPS of $8.50–$9.50, up from prior ranges.
The companies expect closing in the third quarter of 2026, subject to XOMA stockholder approval, antitrust clearance under the Hart‑Scott‑Rodino Act, and completion of a holding‑company reorganization and CVR spin structure. A $40 million termination fee may apply in certain failure scenarios, and large XOMA holders have entered voting or support agreements, but actual outcomes still depend on regulatory reviews and stockholder votes.
8-K Event Classification
Key Figures
Key Terms
contingent value right financial
royalty aggregator financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Support Agreement financial
Intervening Event regulatory
Superior Proposal financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
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”), pursuant to which, and upon the terms and subject to the conditions thereof, including, without limitation, effecting the Holding Company Reorganization (as defined below), Merger Sub will merge with and into HoldCo (as defined below) (the “Merger”), with HoldCo surviving the Merger as a wholly owned subsidiary of Ligand.
Following the Holding Company Reorganization, unless the context otherwise requires, all references in this Current Report on Form 8-K to “XOMA Royalty” refer to HoldCo. Following the Holding Company Reorganization, HoldCo will assume all obligations of XOMA Royalty under the Merger Agreement.
The Merger
Pursuant to the Merger Agreement, at the time the Merger becomes effective (the “Effective Time”), each share of common stock, par value $0.0075 per share, of XOMA Royalty (the “Shares”) issued and outstanding immediately prior to the Effective Time (other than certain Shares to be canceled pursuant to the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) will be automatically converted into the right to receive (i) $39.00 per Share in cash, without interest, and subject to deduction for any required withholding tax, plus (ii) an amount of contingent value rights (each, a “Contingent Value Right”) representing a right to receive contingent payments derived from the CVR Trust’s interest in RemainCo LLC (as defined below) in accordance with the CVR Agreement (as defined in the Merger Agreement) (as further described below under the heading “CVR Spin”) (clauses (i) and (ii) collectively, the “Merger Consideration”).
In addition, pursuant to the Merger Agreement, at the Effective Time, each (i) share of Series X Convertible Preferred Stock, par value $0.05 per share (the “Series X Preferred Stock”), of XOMA Royalty (the “Series X Preferred Shares”) issued and outstanding immediately prior to the Effective Time will be converted, without any required action on the part of the holder thereof, into the right to receive the Merger Consideration with respect to the aggregate number of Shares for which the Series X Preferred Shares were convertible into immediately prior to the Effective Time pursuant to the terms of the Certificate of Designation of Series X Convertible Preferred Stock, without interest and subject to deduction for any required withholding tax, without regard to any limitations on exercise contained therein and (ii) each 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share (the “Series A Preferred Stock”) and 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share (the “Series B Preferred Stock”, together with the Series A Preferred Stock, the “Perpetual Preferred Stock” and collectively with the Series X Preferred Stock, the “XOMA Royalty Preferred Stock”), shall be redeemed in accordance with the terms of the applicable certificate of designation governing such Perpetual Preferred Stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption.
The Merger Agreement also specifies the treatment of XOMA Royalty’s outstanding equity awards and warrants in connection with the Merger.
The consummation of the Merger is subject to the satisfaction or waiver of customary conditions as set forth in the Merger Agreement, including (i) adoption and approval of the Merger Agreement by the holders of at least a majority of the combined voting power of the outstanding Shares pursuant to the Nevada Revised Statutes, as amended, (“NRS”), 92A.120(5) (the “XOMA Royalty Stockholder Approval”) (ii) the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated. and (iii) the completion of the Holding Company Reorganization and the CVR Spin (as defined below) in accordance with the terms of the Merger Agreement. Ligand and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement are not subject to any financing condition.
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except as permitted by certain exceptions, including the consummation of the Holding Company Reorganization and the CVR Spin, XOMA Royalty has agreed to conduct its business in the ordinary course of business in all material respects and has agreed to certain other operating covenants, as set forth more fully in the Merger Agreement.
XOMA Royalty has also agreed to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding acquisition proposals.
Notwithstanding these restrictions, XOMA Royalty may under certain circumstances provide information with respect to XOMA Royalty to and participate in discussions or negotiations with third parties with respect to an unsolicited bona fide written acquisition proposal if the board of directors of XOMA Royalty (the “XOMA Royalty Board”) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such acquisition proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and, after consultation with outside legal counsel and its financial advisors, that the failure to take such action would be inconsistent with the XOMA Royalty Board’s fiduciary duties under applicable law. The Merger Agreement also requires that the XOMA Royalty Board recommend that the stockholders of XOMA Royalty vote in favor of the approval of the Merger Agreement (the “XOMA Royalty Board Recommendation”) and that the XOMA Royalty Board not, among other things, (i) (A) fail to make, withdraw, amend, modify, or materially qualify, in a manner adverse to Ligand, XOMA Royalty Board Recommendation, (B) fail to include the XOMA Royalty Board Recommendation in a proxy statement to be sent to the stockholders of XOMA Royalty in connection with a meeting of the stockholders of XOMA Royalty (the “XOMA Royalty Stockholders’ Meeting”) that is filed with the U.S. Securities and Exchange Commission (the “SEC”) or mailed to XOMA Royalty’s stockholders, (C) recommend an acquisition proposal, (D) fail to recommend against acceptance of any tender offer or exchange offer for Shares within 10 business days after the commencement of such offer, (E) fail to reaffirm the XOMA Royalty Board Recommendation within 10 business days after the date any acquisition proposal (or material modification thereto) is first publicly disclosed by XOMA Royalty or anyone making the acquisition proposal or (F) resolve or agree to take any of the foregoing actions (each such foregoing actions or failure to act, an “Adverse Recommendation Change”), or (ii) cause or permit XOMA Royalty or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or other similar contract relating to any acquisition approval. Notwithstanding these restrictions, the XOMA Royalty Board is permitted, prior to XOMA Royalty Stockholders Meeting and subject to the terms and conditions set forth in the Merger Agreement, to (x) effect an Adverse Recommendation Change if an Intervening Event (as defined in the Merger Agreement) has occurred and if the XOMA Royalty Board determines in good faith, after consultation with outside legal counsel, that in light of the Intervening Event and taking into account any revised terms proposed by Ligand, the failure to take such action would be inconsistent with its fiduciary duties under applicable law, or (y) effect an Adverse Recommendation Change or terminate the Merger Agreement in response to the receipt of an unsolicited bona fide written acquisition proposal that did not result from a material breach of XOMA Royalty’s “no-shop” restrictions under the Merger Agreement if the XOMA Royalty Board determines in good faith, after consultation with outside legal counsel and financial advisors, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law and, after consultation with its outside legal counsel and financial advisors, that the acquisition proposal constitutes a Superior Proposal, subject in each case to certain matching rights in favor of Ligand.
The Merger Agreement includes a remedy of specific performance for the parties thereto. The Merger Agreement also includes customary termination provisions for both XOMA Royalty and Ligand and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including (i) by either XOMA Royalty or Ligand if the Merger has not occurred on or prior to January 26, 2027 or (ii) by either XOMA Royalty or Ligand if a final and non-appealable order or action in certain specified jurisdictions enjoins, restrains or prohibits consummation of the transactions contemplated by the Merger Agreement or (iii) by either XOMA Royalty or Ligand if XOMA Royalty Stockholder Approval has not been obtained or (iv) by either XOMA Royalty or Ligand if the other party breaches its representations, warranties or covenants in the Merger Agreement in a way that would entitle the party seeking to terminate the Merger Agreement not to consummate the Merger, subject to the right of the breaching party to cure the breach or (v) by XOMA Royalty if the XOMA Royalty Board authorizes XOMA Royalty to enter into an alternative acquisition agreement for a Superior Proposal or (vi) by Ligand if the XOMA Royalty Board makes an Adverse Recommendation Change.
XOMA Royalty will be required to pay a termination fee of an amount in cash equal to $40,000,000 if (i) the Merger Agreement is terminated because the stockholder approval is not obtained or the transaction has not closed by the termination date, in each case after an acquisition proposal has been made or publicly disclosed and not publicly withdrawn,
and within 12 months thereafter XOMA Royalty enters into or consummates a qualifying acquisition proposal, (ii) XOMA Royalty terminates the Merger Agreement to enter into a Superior Proposal, or (iii) Ligand terminates the Merger Agreement following an Adverse Recommendation Change.
The XOMA Royalty Board has duly and unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable and fair to, and in the best interests of, XOMA Royalty and its stockholders, (ii) approved the execution and delivery by XOMA Royalty of the Merger Agreement, and (iii) resolved to make the XOMA Royalty Board Recommendation.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. The Merger Agreement is not intended to provide any other factual information about XOMA Royalty, Ligand or Merger Sub, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger or the other transactions contemplated therein. The Merger Agreement and this summary should not be relied upon as disclosure about XOMA Royalty, Ligand or Merger Sub. None of XOMA Royalty’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of XOMA Royalty, Ligand, Merger Sub or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are qualified in important part by confidential disclosure schedules delivered by XOMA Royalty to Ligand and Merger Sub in connection with the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or investors or may have been used for the purpose of allocating risk between the parties to the Merger Agreement instead of establishing these matters as facts. Accordingly, investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about XOMA Royalty in XOMA Royalty’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in XOMA Royalty’s public disclosures.
Support Agreement
On April 27, 2026, in connection with the execution of the Merger Agreement, Ligand entered into Voting and Support Agreements (the “Support Agreements”) with certain of XOMA Royalty’s officers, directors and certain funds affiliated with BFV Partners (together with affiliated entities) (collectively, the “Supporting Stockholders”), in each case, in their respective capacity as a stockholder of XOMA Royalty. Under the terms of the Support Agreements, the Supporting Stockholders have agreed, among other things, to vote their Shares in favor of the Merger Agreement and the other transactions contemplated by the Merger Agreement and to promptly following the date of the Merger Agreement convert all of their Series X Preferred Shares to Shares in order to permit them to vote the Shares issuable upon conversion in favor of XOMA Royalty Stockholder Approval.
As of April 27, 2026, the Supporting Stockholders beneficially owned an aggregate of approximately 47% of the outstanding Shares. The Support Agreements will terminate upon termination of the Merger Agreement, the Effective Time and certain other specified events.
The foregoing description of the Support Agreements is not complete and is qualified in its entirety by reference to the full text of the Form of Support Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Holding Company Reorganization
Prior to the Effective Time, XOMA Royalty will effect a holding company reorganization (the “Holding Company Reorganization”) pursuant to NRS 92A.180 through 92A.199 (or such other applicable provisions of the NRS), whereby (i) a newly formed Nevada corporation and direct, wholly owned subsidiary of XOMA Royalty (“HoldCo”), will become the holding company of XOMA Royalty, which shall merge with and into XOMA Royalty through a direct, wholly owned subsidiary of Holdco (“HoldCo Merger Sub”), with XOMA Royalty surviving as a direct,
wholly owned subsidiary of HoldCo, (ii) each Share issued and outstanding immediately prior to the effectiveness of the Holding Company Reorganization will automatically be converted into one share of common stock of HoldCo, having the same rights, powers and preferences as such Share, (iii) each share of XOMA Royalty Preferred Stock issued and outstanding immediately prior to the effectiveness of the Holding Company Reorganization will automatically be converted into one share of a corresponding series of preferred stock of HoldCo, having the same designations, rights, powers, preferences, qualifications, limitations and restrictions as such share of XOMA Royalty Preferred Stock, and (iv) each XOMA Royalty equity-based award outstanding immediately prior to the effectiveness of the Holding Company Reorganization will be automatically converted into a corresponding award with respect to shares of HoldCo common stock (or, as applicable, HoldCo preferred stock), on the same terms and conditions. XOMA Royalty will not effect the Holding Company Reorganization unless HoldCo’s articles of incorporation (including the designation of each series of HoldCo preferred stock with terms substantially identical to the corresponding series of XOMA Royalty Preferred Stock) and bylaws are in form and substance reasonably acceptable to Ligand.
CVR Spin
Following the completion of the Holding Company Reorganization, the following transactions will be effected in the order set forth below (collectively, the “CVR Spin”):
| (i) | immediately prior to the Effective Time, HoldCo will cause XOMA Royalty to transfer to HoldCo (or one or more designees of HoldCo) the HoldCo Business Assets and Business Liabilities (as each such term is defined in the Merger Agreement) (such transactions, collectively, the “Asset/Liability Transfer”); |
| (ii) | following the Asset/Liability Transfer, HoldCo will cause XOMA Royalty to convert from a Nevada corporation into a limited liability company (the “RemainCo Conversion” and XOMA Royalty as so converted “RemainCo LLC”); |
| (iii) | following the RemainCo Conversion, HoldCo will contribute 75% of the issued and outstanding limited liability company units of RemainCo LLC to the trust (the “CVR Trust”) established pursuant to the trust agreement to be entered into at or prior to the Effective Time by and among HoldCo, the trustee thereunder (the “Trustee”), and such other parties as may be appropriate (the “CVR Trust Agreement”) (the “Trust Contribution”), to be held and administered by the Trustee in accordance with the CVR Trust Agreement for the benefit of the holders of CVRs; and |
| (iv) | following the Trust Contribution, HoldCo shall pay, on a pro rata basis, to each holder of record of HoldCo common stock and HoldCo preferred stock (on an as-converted-to-common basis) as of immediately prior to the Effective Time as additional Merger Consideration, CVRs representing the right to receive contingent payments derived from the CVR Trust’s interest in RemainCo LLC in accordance with the CVR Trust Agreement. |
Following the date of the Merger Agreement, Ligand will have the right to further assess the consequences of the Holding Company Reorganization and the CVR Spin. If Ligand identifies any material adverse consequences, the parties will negotiate modifications. If no agreement is reached, the contemplated transaction structure may be replaced with an alternative CVR structure, wherein Ligand will issue to each holder of record of XOMA Royalty common stock and XOMA Royalty preferred stock (on an as-converted-to-common basis) as of immediately prior to the Effective Time contingent value rights to receive 75% of net proceeds (if any) from the resolution of the Janssen Litigation (as defined in the Merger Agreement).
| Item 8.01 | Other Events. |
On April 27, 2026, Ligand and Xoma Royalty issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. Also, on April 27, 2026, the investor presentation attached hereto as Exhibit 99.2 was disseminated in connection with the announcement of the Merger Agreement and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed acquisition, XOMA Royalty will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. The definitive proxy statement will be mailed to XOMA Royalty’s stockholders in connection with the proposed acquisition. This Current Report on Form 8-K is not a substitute for the proxy statement or any other document that may be filed by XOMA Royalty with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed at XOMA Royalty’s stockholder meeting to approve the proposed acquisition or other responses in relation to the proposed acquisition should be made only on the basis of the information contained in XOMA Royalty’s proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, or at investors.xoma.com.
No Offer or Solicitation
This Current Report on Form 8-K is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
XOMA Royalty and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of XOMA Royalty in favor of the proposed acquisition. Information about XOMA Royalty’s directors and executive officers is set forth in XOMA Royalty’s proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 30, 2026. Additional information concerning the interests of XOMA Royalty’s participants in the solicitation, which may, in some cases, be different than those of XOMA Royalty’s stockholders generally, will be set forth in XOMA Royalty’s proxy statement relating to the proposed acquisition when it becomes available. These documents are available free of charge at the SEC’s web site at www.sec.gov and at investors.xoma.com.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including information about, among other topics, Ligand’s proposed acquisition of XOMA Royalty, Ligand’s and XOMA Royalty’s products pipeline and the anticipated timing of completion of the proposed acquisition, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain XOMA Royalty Stockholder Approval) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships, including XOMA Royalty’s ability to attract and retain highly qualified management and other clinical and scientific personals; negative effects of this announcement or the consummation of the proposed acquisition on the market price of the Shares and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition or XOMA Royalty’s business; other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange and interest rates; risks and uncertainties related to issued or future executive orders or other new, or changes in, laws, regulations or policy; changes in tax and other laws, regulations, rates and policies; the uncertainties inherent in business and financial planning, including, without limitation, risks related to Ligand’s business and prospects, adverse developments in Ligand’s markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment, tariffs and other trade policies or economies generally; future business combinations or disposals; uncertainties regarding the commercial success of XOMA Royalty’s
commercialized and/or pipeline products or Ligand’s commercialized and/or pipeline products; risks associated with drug development; XOMA Royalty’s and Ligand’s reliance on collaborative partners for milestone payments, royalties, materials revenue, contract payments and other revenue projections, which may not be received; the uncertainties inherent in research and development, including the ability of XOMA Royalty’s and Ligand’s partners to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; risks associated with initial, preliminary or interim data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical trials conducted by XOMA Royalty’s and Ligand’s partners; whether and when drug applications may be filed in any jurisdictions for pipeline products for any potential indications by XOMA Royalty’s and Ligand’s partners; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such products will be commercially successful; and decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of such products.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of XOMA Royalty described in the “Risk Factors” and “Forward Looking Statements” sections of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and XOMA Royalty assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. XOMA Royalty gives no any assurance that it will achieve its expectations.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 2.1* | Agreement and Plan of Merger, dated as of April 27, 2026, by and among XOMA Royalty Corporation, Ligand Pharmaceuticals Incorporated and Flex Merger Sub, Inc. | |
| 10.1* | Form of Support Agreement, dated as of April 27, 2026, entered into by Ligand Pharmaceuticals Incorporated, Flex Merger Sub, Inc. and the Supporting Stockholders. | |
| 99.1 | Joint Press Release of Ligand Pharmaceuticals Incorporated , dated April 27, 2026. | |
| 99.2 | Investor Presentation dated April 27. 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Ligand agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that Ligand may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIGAND PHARMACEUTICALS INCORPORATED | ||||||
| Date: April 27, 2026 | By: | /s/ Andrew Reardon | ||||
| Name: | Andrew Reardon | |||||
| Title: | Chief Legal Officer and Secretary | |||||
Exhibit 99.1
Ligand to Acquire XOMA Royalty, Further Accelerating Profit Growth and Strengthening Ligand’s Position as a Leading Biopharma Royalty Aggregator
Transaction expands Ligand’s royalty portfolio to more than 200 assets and adds seven new commercial products
Bolsters and diversifies Ligand’s long-term compounding growth, adding a complementary portfolio across development stages, therapeutic areas, and modalities to broaden patient access and improve lives
Acquisition is expected to be immediately accretive to Ligand adjusted EPS; Ligand increases 2026 adjusted EPS guidance to $8.50-$9.501 and expects the transaction to be accretive by $1.50 per share to adjusted EPS in 2027 2
Ligand to hold investor call at 8:00 a.m. ET today
JUPITER, Fla. and EMERYVILLE, Calif., April 27, 2026—Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) and XOMA Royalty Corporation (“XOMA Royalty”) (Nasdaq: XOMA), both biotechnology royalty aggregators, today announced that the companies have entered into a definitive agreement under which Ligand will acquire XOMA Royalty for $39.00 per share of common stock 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 (“CVR”) 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. 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.
“The acquisition of XOMA Royalty presents a compelling opportunity for us to strengthen and diversify our portfolio across all stages of clinical development and accelerate our long-term profitable growth. This acquisition will add seven marketed products and nearly double our portfolio of Phase 2 and 3 assets, which we believe will create significant value for our stockholders, all through a single transaction,” said Todd Davis, CEO of Ligand. “The XOMA Royalty team has built a robust portfolio of complementary biopharmaceutical assets, and this acquisition will enable us to further grow and diversify in areas such as ophthalmology, oncology, CNS and rare diseases. With XOMA Royalty, we believe we will now be in an even stronger position to leverage our expertise and capital base to support broader patient access and advance late-stage clinical programs in a way that enhances patient outcomes and improves lives.
With this agreement, Ligand adds over 120 commercial, clinical, and preclinical stage assets to its broad and growing royalty portfolio highlighted by Roche’s VABYSMO® (faricimab-svoa), Day One Pharmaceuticals’ OJEMDA™ (tovorafenib), Zevra Therapeutics’ MIPLYFFA™ (arimoclomol), and 14 programs in late-stage development, highlighted by Takeda’s mezagitamab and certain assets from Takeda’s externalized asset portfolio, including osavampator, volixibat and OHB-607. The addition of the XOMA Royalty portfolio is expected to increase Ligand’s long-term growth profile.
“After evaluating a broad range of strategic and financing alternatives, we believe combining our diverse portfolio with a company that shares our commitment to helping the biopharmaceutical industry thrive represents the most compelling outcome for XOMA Royalty’s stockholders,” said Owen Hughes, CEO of XOMA Royalty. “The structure delivers to our stockholders both the intrinsic value of XOMA’s portfolio today and the optionality associated with our ongoing litigation with Janssen Biotech (now Johnson & Johnson Innovative Medicine) via the CVR. Since 2023, we significantly scaled our portfolio with the addition of multiple assets and two platform technologies, enabling numerous upcoming regulatory and clinical catalysts beginning in 2026 and continuing over the next several years. We believe coupling Ligand’s business development capabilities, portfolio management expertise plus the inherent financial synergies from this transaction position the combined company to maximize long-term value across the combined portfolio.”
Transaction Terms
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. 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. 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®.
Timing and Approvals
The transaction has been unanimously approved by the Ligand and XOMA Royalty Boards of Directors. Entities affiliated with BVF Partners, which own approximately 21% of the outstanding shares of XOMA Royalty common stock and approximately 44% assuming the conversion of their Series X Convertible Preferred Stock, have agreed to convert such shares into shares of XOMA Royalty common stock prior to closing and have entered into a voting agreement in support of the transaction. In addition, XOMA Royalty’s directors and officers have also entered into voting agreements in support of the transaction. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, approval by XOMA Royalty stockholders and the receipt of certain regulatory approvals.
Financial Guidance Update
The transaction is expected to close in the third quarter of 2026 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 share1 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 2027.2
Investor Call
Ligand will host a conference call and webcast today beginning at 8:00 a.m. Eastern time (5:00 a.m. Pacific time) to discuss today’s announcement. To participate via telephone, please dial (800) 715-9871 (North America toll-free number) using the conference ID 8692804. International participants outside of Canada may use the toll number (646) 307-1963 and use the same conference ID. To participate via live or replay webcast, a link is available at www.ligand.com.
Advisors
Stifel is serving as lead financial advisor and Citi is serving as financial advisor, Paul Hastings LLP is serving as legal advisor and Collected Strategies is serving as strategic communications advisor to Ligand. Leerink Partners is serving as lead financial advisor and H.C. Wainwright & Co. is serving as financial advisor, and Gibson, Dunn & Crutcher LLP is serving as legal advisor to XOMA Royalty.
About XOMA Royalty Corporation
XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. XOMA Royalty has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate). For more information about XOMA Royalty and its portfolio, please visit www.xoma.com or follow XOMA Royalty Corporation on LinkedIn.
About Ligand
Ligand is a leading royalty aggregator, partnering with biopharmaceutical companies to finance and advance late-stage clinical development programs. Ligand owns and manages one of the largest and most diversified portfolios of biopharmaceutical royalties in the industry, with economic interests in more than 100 development and commercial-stage assets. Ligand funds high-value programs in exchange for long-term economic interests, aligning capital with clinical and commercial success. Ligand’s royalty portfolio is designed to deliver consistent and predictable revenue streams across a broad range of therapeutic assets. Ligand also licenses its proprietary technologies, Captisol® and NITRICIL™, to support drug development and formulation across its global partner network. For more information, visit www.ligand.com or follow Ligand on X and LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including information about, among other topics, Ligand’s proposed acquisition of XOMA Royalty, Ligand’s and XOMA Royalty’s products pipeline and the anticipated timing of completion of the proposed acquisition, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by XOMA Royalty stockholders) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will
not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships, including XOMA Royalty’s ability to attract and retain highly qualified management and other clinical and scientific personals; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Ligand’s or XOMA Royalty’s common stock and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition or XOMA Royalty’s business; other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange and interest rates; risks and uncertainties related to issued or future executive orders or other new, or changes in, laws, regulations or policy; changes in tax and other laws, regulations, rates and policies; the uncertainties inherent in business and financial planning, including, without limitation, risks related to Ligand’s business and prospects, adverse developments in Ligand’s markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment, tariffs and other trade policies or economies generally; future business combinations or disposals; uncertainties regarding the commercial success of XOMA Royalty’s commercialized and/or pipeline products or Ligand’s commercialized and/or pipeline products; risks associated with drug development; XOMA Royalty’s and Ligand’s reliance on collaborative partners for milestone payments, royalties, materials revenue, contract payments and other revenue projections, which may not be received; the uncertainties inherent in research and development, including the ability of XOMA Royalty’s and Ligand’s partners to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; risks associated with initial, preliminary or interim data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical trials conducted by XOMA Royalty’s and Ligand’s partners; whether and when drug applications may be filed in any jurisdictions for pipeline products for any potential indications by XOMA Royalty’s and Ligand’s partners; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such products will be commercially successful; and decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of such products.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Ligand and XOMA Royalty described in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” (in the case of Ligand) and “Forward Looking Statements” (in the case of XOMA Royalty) sections of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the U.S. Securities and Exchange Commission (the “SEC”), all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ligand and XOMA Royalty assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Neither Ligand nor XOMA Royalty gives any assurance that it will achieve its expectations.
Additional Information and Where to Find It
In connection with the proposed acquisition, XOMA Royalty will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. The definitive proxy statement will be mailed to XOMA Royalty’s stockholders in connection with the proposed acquisition. This press release is not a substitute for the proxy statement or any other document that may be filed by XOMA Royalty with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed at XOMA Royalty’s stockholder meeting to approve the proposed acquisition or other responses in relation to the proposed acquisition should be made only on the basis of the information contained in XOMA Royalty’s proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, or at investors.xoma.com.
No Offer or Solicitation
This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
XOMA Royalty and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of XOMA Royalty in favor of the proposed acquisition. Information about XOMA Royalty’s directors and executive officers is set forth in XOMA Royalty’s proxy statement for its 2026 annual meetings of stockholders, which was filed with the SEC on March 30, 2026 and is available here. Additional information concerning the interests of XOMA Royalty’s participants in the solicitation, which may, in some cases, be different than those of XOMA Royalty’s stockholders generally, will be set forth in XOMA Royalty’s proxy statement relating to the proposed acquisition when it becomes available. These documents are available free of charge at the SEC’s web site at www.sec.gov and at investors.xoma.com.
Contacts
For Ligand:
Investors:
Melanie Herman
investors@ligand.com
(858) 550-7761
Media:
Nick Lamplough/Jude Gorman
Ligand-CS@collectedstrategies.com
(917) 885-1013
For XOMA Royalty Corporation:
Investors:
Maghan Meyers
Maghan_@argotpartners.com
(646) 367-2769
Media:
Kathy Vincent
KV Consulting & Management
kathy@kathyvincent.com
(310) 403-8951
| 1 | The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand’s judgment based on the information available at the time of this release. Please see the “Cautionary Note Regarding Forward-looking Statements” section in this release for factors that may impact Ligand’s ability to meet expectations. A reconciliation of forward-looking non-GAAP core adjusted earnings per diluted share for 2026 to the most directly comparable GAAP measures was provided in Ligand’s Acquisition of XOMA Royalty Corporation presentation on April 27, 2026, which is available on Ligand’s investor relations website. |
| 2 | The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand’s judgment based on the information available at the time of this release. Please see the “Cautionary Note Regarding Forward-looking Statements” section in this release for factors that may impact Ligand’s ability to meet expectations. In reliance upon Item 10(e)(1)(i)(B) of Regulation S-K, reconciliations of forward-looking core adjusted earnings per diluted share for 2027 is not provided because of the unreasonable effort associated with providing such reconciliations due to the variability in the occurrence and the amounts of certain components thereof. For the same reasons, we are unable to address the significance of the unavailable information, which could be material to future results. |
Ligand Acquisition of XOMA Royalty Corporation APRIL 27, 2026 Exhibit 99.2
Safe Harbor Statement & Disclaimers Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties, including information about, among other topics, Ligand’s proposed acquisition of XOMA Royalty, Ligand’s and XOMA Royalty’s products pipeline and the anticipated timing of completion of the proposed acquisition, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by XOMA Royalty stockholders) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships, including XOMA Royalty’s ability to attract and retain highly qualified management and other clinical and scientific personals; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Ligand’s or XOMA Royalty’s common stock and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition or XOMA Royalty’s business; other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; future exchange and interest rates; risks and uncertainties related to issued or future executive orders or other new, or changes in, laws, regulations or policy; changes in tax and other laws, regulations, rates and policies; the uncertainties inherent in business and financial planning, including, without limitation, risks related to Ligand’s business and prospects, adverse developments in Ligand’s markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment, tariffs and other trade policies or economies generally; future business combinations or disposals; uncertainties regarding the commercial success of XOMA Royalty’s commercialized and/or pipeline products or Ligand’s commercialized and/or pipeline products; risks associated with drug development; XOMA Royalty’s and Ligand’s reliance on collaborative partners for milestone payments, royalties, materials revenue, contract payments and other revenue projections, which may not be received; the uncertainties inherent in research and development, including the ability of XOMA Royalty’s and Ligand’s partners to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; risks associated with initial, preliminary or interim data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical trials conducted by XOMA Royalty’s and Ligand’s partners; whether and when drug applications may be filed in any jurisdictions for pipeline products for any potential indications by XOMA Royalty’s and Ligand’s partners; whether and when any such applications may be approved by regulatory authorities, which will depend on myriad factors, including making a determination as to whether the product’s benefits outweigh its known risks and determination of the product’s efficacy and, if approved, whether any such products will be commercially successful; and decisions by regulatory authorities impacting labeling, manufacturing processes, safety and/or other matters that could affect the availability or commercial potential of such products. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Ligand and XOMA Royalty described in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” (in the case of Ligand) and “Forward Looking Statements” (in the case of XOMA Royalty) sections of their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the U.S. Securities and Exchange Commission (the “SEC”), all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ligand and XOMA Royalty assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Neither Ligand nor XOMA Royalty gives any assurance that it will achieve its expectations. Additional Information and Where to Find It In connection with the proposed acquisition, XOMA Royalty will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed acquisition. The definitive proxy statement
Safe Harbor Statement & Disclaimers (Continued) will be mailed to XOMA Royalty’s stockholders in connection with the proposed acquisition. This presentation is not a substitute for the proxy statement or any other document that may be filed by XOMA Royalty with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Any vote in respect of resolutions to be proposed at the XOMA Royalty’s stockholder meeting to approve the proposed acquisition or other responses in relation to the proposed acquisition should be made only on the basis of the information contained in the Company’s proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, or at investors.XOMA.com. No Offer or Solicitation This presentation is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Participants in the Solicitation XOMA Royalty and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of XOMA Royalty in favor of the proposed acquisition. Information about the XOMA Royalty’s directors and executive officers is set forth in XOMA Royalty’s proxy statement for its 2026 annual meetings of stockholders, which was filed with the SEC on March 30, 2026 and is available here. Additional information concerning the interests of XOMA Royalty’s participants in the solicitation, which may, in some cases, be different than those of XOMA Royalty’s stockholders generally, will be set forth in XOMA Royalty’s proxy statement relating to the proposed acquisition when it becomes available. These documents are available free of charge at the SEC’s web site at www.sec.gov and at investors.XOMA.com.
Transaction Overview & Strategic Rationale Todd Davis
Transaction Overview $39 per share in cash + one non-tradeable contingent value right (CVR) related to certain pending litigation at XOMA Royalty 14% Premium to XOMA’s 30 trading day VWAP Ligand to fund the acquisition through available cash on hand and liquidity under existing revolving credit facility Purchase Price One-step merger structure. All shares of XOMA will be acquired by Ligand XOMA common shareholders receive one CVR per share, representing the right to receive a portion of 75% of any net proceeds related to XOMA’s dispute with Janssen Biotech regarding Tremfya Structure Details Ligand adds XOMA’s 3 key programs to its commercial royalty portfolio: Vabysmo, Ojemda and Miplyffa Gains > 100 partnered development stage programs Portfolio Complementary business model with a footprint in earlier development stage programs Business Model Expected to close in the third quarter of 2026, subject to obtaining XOMA’s shareholder approval and required regulatory approvals Entities affiliated with BVF Partners, which own approximately 44% of the outstanding shares of XOMA Royalty common stock (on an as converted basis) have entered into a voting agreement to support the transaction Timing Ligand announces acquisition of XOMA Royalty Corporation, significantly expanding Ligand’s royalty portfolio and accelerating near and long-term growth
XOMA Background 1981 - 2017 Founded and operated as a fully integrated biotechnology company for over 35 years XOMA is a royalty aggregator and has assembled a high-quality portfolio of over 120 partnered programs. XOMA has reached an inflection point, generating significant portfolio receipts 2017 Executed a strategic pivot to become a biotech royalty aggregator Total Revenue +$52M 2025 Financial Results Total Cash Receipts +$50M Net Income ~$32M 2017 – Today Since 2017, XOMA has deployed >$200M of capital, completed 17 royalty transactions and closed 9 acquisitions to create a well diversified portfolio
XOMA Portfolio & Financial Growth XOMA has more than doubled the size of its royalty portfolio in the last three years, adding immediately accretive assets and a well-diversified pipeline across development stages and therapeutic categories + + 2023 2025 PORTFOLIO Commercial Programs 1 7 Phase 3 / Registrational 2 14 Phase 2 / Earlier 57 100+ FINANCIAL Royalty Receipts ~$9M ~$34M Milestone Receipts ~$7M ~$17M
Acquisition Strategic Rationale Ligand’s acquisition of XOMA doubles the size of Ligand’s royalty portfolio, offering significant upside opportunities and an immediately accretive transaction Immediately Accretive Transaction is immediately accretive, expected to add ~$0.50 and ~$1.50 to Ligand’s projected 2026 and 2027 Adjusted EPS1, respectively. Diversification of Portfolio 7 new royalty generating assets and +100 additional development stage assets Significant IP and Royalty Rights Long dated royalties, some into 2040+, increasing predictability and durability of royalty receipts Strategic Synergies Improved access to capital and BD opportunities; significant cost synergies through the elimination of duplicative costs with The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand’s judgement based on the information available at the time of this release. Please see the “Cautionary Note Regarding Forward-looking Statements” section in this release for factors that may impact Ligand’s ability to meet expectations. Core adjusted EPS represents a non-GAAP measure. See our reconciliation to the corresponding GAAP measure in the appendix
STRATEGIC DIFFERENTIATION Financials, advantage, team Expected increase to our long-term royalty receipts CAGR Proven structuring capabilities is expected to drive outsized returns Disciplined capital allocation; Low operating expense model ROYALTY PORTFOLIO Drives growth in 2026 and beyond 7 commercial royalties, including 3 near-term growth drivers : Vabysmo, Ojemda and Miplyffa Adds >100 development stage programs to our portfolio Creates robust opportunity to leverage our portfolio management process Ligand + XOMA Acquisition strengthens our position as a Biopharma Royalty Aggregator Creates operating and financial synergies Early development stage programs create longer-term opportunities to drive growth BUSINESS DEVELOPMENT Highly productive, rigorous process Immediately accretive acquisition expected to add ~$0.50 of adjusted EPS in 20261 and ~$1.50 in 20272 Financial synergies through elimination of duplicative public company costs FINANCIAL Strong financial performance The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand’s judgement based on the information available at the time of this release. Please see the “Cautionary Note Regarding Forward-looking Statements” section in this release for factors that may impact Ligand’s ability to meet expectations. Core adjusted EPS represents a non-GAAP measure. See our reconciliation to the corresponding GAAP measure in the appendix The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand’s judgement based on the information available at the time of this release. Please see the “Cautionary Note Regarding Forward-looking Statements” section in this release for factors that may impact Ligand’s ability to meet expectations. Core adjusted EPS represents a non-GAAP measure. In reliance upon Item 10(e)(1)(i)(B) of Regulation S-K, reconciliations of forward-looking core adjusted earnings per diluted share for 2027 is not provided because of the unreasonable effort associated with providing such reconciliations due to the variability in the occurrence and the amounts of certain components thereof. For the same reasons, we are unable to address the significance of the unavailable information, which could be material to future results.
Financials Tavo Espinoza
2026 Revised Financial Guidance Royalty Revenue $225 - 250M Previously ($200 - $225M) Adding: Ojemda, Vabysmo and Miplyffa Adjusted Core EPS1 $8.50 - 9.50 (Previously $8.00 - 9.00) Total Revenue $270 - 310M (Previously $245 - $285M) Non-Royalty Revenue Captisol: $35 – 40M Contract: $10 - 20M (no change) 1. See reconciliation of forward-looking non-GAAP revenue and adjusted core EPS to their most directly comparable GAAP measure in the appendix. The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand's judgment based on the information available at the time of this release. Please see the "Cautionary Note Regarding Forward-looking Statements" section in this release for factors that may impact Ligand's ability to meet expectations. Ligand’s acquisition of XOMA is immediately accretive in 2026. Revised financial guidance assumes transaction closes in Q3 2026
2026 Revised Financial Guidance Assuming transaction closes in Q3’26 2026 Initial Guidance XOMA Revised 2026 Guidance Total Revenue $245 - 285M $25M $270 - 310M COGS $13 - 15M - $13 - 15M Core Cash OpEx $45M $5M $50M Cash Operating Profit* $187 - 225M $20M $207 - 245M Other Income $28 - 32M ($6M) $22 - 26M Adjusted Net Income* $170 - 200M $11M $181 - 210M Share Count 21.3 - 22.2M - 21.3 - 22.1M Adjusted Core EPS* $8.00 - 9.00 $0.50 $8.50 - 9.50 *See reconciliation of forward-looking non-GAAP core adjusted earnings to the most directly comparable GAAP measure in the appendix. The financial outlook, expectations and other forward-looking statements provided by Ligand for 2026 and beyond reflect Ligand's judgment based on the information available at the time of this release. Please see the "Cautionary Note Regarding Forward-looking Statements" section in this release for factors that may impact Ligand's ability to meet expectations. Total Revenue expected to increase by ~$25M Core Cash OpEx reflects anticipated incremental operating cost while realizing significant cost synergies from combining two standalone companies Cash Operating Profit grows 10% at the midpoint, reflecting operating leverage and continued royalty growth Other Income reduced because of capital deployment and lower full year interest income Adjusted Core EPS up ~6% vs initial guidance at the midpoint
1. Sell-side consensus sales estimates used to arrive at royalty revenue from commercial programs. Ligand Expected Royalty Receipts1 5-Year Outlook To Be Updated In December Current 5-Year Target From 2025 Investor Day 23% CAGR Positive developments which are expected to drive an increase to the long-term outlook include: Acquisition of XOMA is immediately accretive and is expected to drive significant growth The FDA approved Filspari to be the first FDA approved treatment in FSGS in April 2026, creating a significant commercial opportunity to expand beyond IgAN. Ligand earns a 9% royalty on net sales of Filspari Palvella announced positive Phase 3 data in MLM for its QTORIN rapamycin program and plans to file an NDA by the end of the year. Ligand will earn a tiered 8-9.8% royalty if approved Potential Incremental Growth To Be Shared At Analyst Day
Portfolio Lauren Hay
From Ligand From XOMA Commercial Phase 3 Phase 2 Pro Forma Royalty Portfolio – Key Programs Volixibat Takeda1 Osavampator Takeda/Takeda Partner OHB-607 Oak Hill Bio/Chiesi Mezagitamab Takeda D-Fi Castle Creek Bot/Bal Agenus Lasofoxifene LeonaBio QTORIN Rapamycin Palvella VK-2809 Viking VK-0214 Viking Note: List of programs shown is not exhaustive 1. Volixibat is in development by Mirum Pharmaceuticals under a license with Takeda Soticlestat Ovid AVIM Therapy Orchestra Virtue SAB Orchestra DARE to PLAY Sildenafil Cream Seralutinib Gossamer Bio/Chiesi Undisclosed Anti-TL1A Ersodetug Rezolute Cetrelimab Johnson & Johnson Rilvegostomig AstraZeneca Ficlatuzumab AVEO/LG Chem REC-4881 Recursion Ovaprene Dare Bioscience
Key XOMA Commercial Partnered Programs 7 Commercial Royalties, 3 Near-Term Growth Drivers Marketer(s) Program Indication(s) Royalty Rate Wet AMD, DME, RVO 0.5% r/rpLGG Mid-single digit Niemann-Pick Disease Type C Mid-single digit Hemophilia B Mid-single digit Bacterial Vaginosis Low to high-single digit Acute Pain 37-75% on DoW sales DARE to PLAY1 Sildenafil Cream Female Sexual Arousal Disorder Low-single digit Commercial availability through a 503B outsourcing facility. AMD = Age-related Macular Degeneration, DME = Diabetic Macular Edema, RVO = Retinal Vein Occlusion, r/rpLGG = Relapsed or Progressive Pediatric Low-Grade Glioma, DoW = Department of War
Developer(s) Program Indication(s) Phase Royalty Rate Ojemda Frontline Pediatric Low-Grade Glioma Phase 3 Mid-single digit Mezagitamab IgA Nephropathy Immune Thrombocytopenia Phase 3 Low to mid-single digit Osavampator1 Major Depressive Disorder Phase 3 Low to mid-single digit Volixibat2 Primary Sclerosing Cholangitis Primary Biliary Cholangitis Phase 2b (Registrational) Low to mid-single digit Rilvegostomig Oncology (Multiple Tumor Types) Phase 3 Undisclosed OHB-607 Prevention of Bronchopulmonary Dysplasia Phase 2b Low to mid-single digit Undisclosed Anti-TL1A Ulcerative Colitis Crohn’s Disease Phase 3 Undisclosed Key XOMA Pipeline Partnered Programs Osavampator is being developed by Takeda in Japan and by a Takeda partner outside Japan Volixibat is in development by Mirum Pharmaceuticals under license from Takeda
Potential Near-Term Growth Drivers: Vabysmo Product Value Proposition First approved bispecific antibody inhibiting both VEGF-A and Ang-2, reducing vascular leakage, neovascularization, and inflammation more than VEGF-only agents Delivering value to patients affected by wet age-related macular degeneration, diabetic macular edema, and macular edema following retinal vein occlusion One of Roche’s top growth drivers in 2025, as the third best selling product in their entire pharmaceutical portfolio Analyst Consensus Peak Sales: $7.5B+ Recent News Key Upcoming Catalysts Roche reported FY 2025 Vabysmo sales of CHF 4.1B (~$5.3B) Vabysmo FDA label expansion for macular edema following retinal vein occlusion beyond 6 months 2026: Continued commercial traction and uptake
Potential Near-Term Growth Drivers: Ojemda Product Value Proposition Launched: Relapsed or Progressive Pediatric Low-Grade Glioma (r/rpLGG) First targeted therapy demonstrating clinically meaningful tumor shrinkage and durable responses in relapsed/refractory BRAF fusion/rearrangement and V600-mutated pLGG Phase 3: Frontline Pediatric Low-Grade Glioma (Frontline pLGG) Potential expansion of highly targeted type II RAF inhibitor from refractory to newly diagnosed patients Analyst Consensus Peak Sales: $1B+ Recent News Key Upcoming Catalysts $155M net sales in 2025, with Q4 2025 delivering $53M, up 37% QoQ Positive CHMP opinion granted in Feb 2026 for 2L In March 2026, Servier announced acquisition of Day One for $2.5B In April 2026, Ipsen gained marketing approval in Europe H1 2026: Full enrollment of Phase 3 trial in frontline pLGG, with topline data mid-2027
Potential Near-Term Growth Drivers: Osavampator Product Value Proposition Recent News Key Upcoming Catalysts Phase 2 showed that the 1 mg dose met primary and secondary endpoints Five Phase 3 trials are currently enrolling 2027: Topline data readout and study completion of Phase 3 trials Potential first-in-class AMPA-PAM, offering oral convenience with strong safety relative to prior agonists, positioning it well in the MDD adjunctive market Strong efficacy and safety profile from Phase 2 studies Robust development program with 5 ongoing clinical trials Analyst Consensus Peak Sales: $1.8B+
Commercial launch in FSGS Nuance potential approval in China 2026 Portfolio Product Potential Catalysts Clinical Regulatory and Commercial NDA submission of efdoralprin alfa for AATD NDA Submission of Qtorin Rapamycin for Microcystic Lymphatic Malformations Chugai regulatory submission in Japan Marketing decision for Japan Marketing decision for EMA Q2 Q3 H2 H2 H2 H2 REC-4881 regulatory guidance for registration pathway H2 H2 Volixibat1 Phase 2b registrational readout in primary sclerosing cholangitis Qtorin rapamycin Initiation of Phase 3 cutaneous venous malformations Qtorin rapamycin initiation of Phase 2 clinically significant angiokeratomas AVIM pivotal study BACKBEAT enrollment completion Lasofoxifene full Phase 3 trial enrollment Ersodetug Phase 3 readout in THI Rilvegostomig Phase 1/2 readout in lung cancer Q2 Q2 Mid year H2 Q3 H2 H2 From LGND Portfolio From XOMA Portfolio 1. Volixibat is in development by Mirum Pharmaceuticals under license from Takeda
Thank You
Appendix APRIL 27, 2026
Non-GAAP Reconciliation – 2026 Revised Guidance 1 Amounts represent management’s best estimate and are subject to change based on actual results; 2 See schedule of Amortization of Financial royalty assets by product; 3Income tax rate of ~21.5% represents managements best estimate and is subject to change; 4 Represents a portion of contract payments and royalty receipts that are applied to reduce the carrying value of our financial royalty assets.