BVF affiliates tender XOMA shares in Ligand merger
BVF-affiliated funds and accounts reported tendering an aggregate 7,593,303 shares of XOMA Royalty Corp common stock on July 14, 2026, in dispositions pursuant to Ligand Pharmaceuticals’ cash merger.
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Form Type
4
Rhea-AI Filing Summary
BVF-affiliated funds and accounts reported tendering an aggregate 7,593,303 shares of XOMA Royalty Corp common stock on July 14, 2026, in dispositions pursuant to Ligand Pharmaceuticals’ cash merger. The reporting persons received $39.00 in cash per share plus contingent value rights and report no remaining holdings for these positions.
Insider Trade Summary
Tender Offer: 7,593,303 shares
Tender Offer
4 txns
Insider
BVF PARTNERS L P/IL, BIOTECHNOLOGY VALUE FUND L P, BVF I GP LLC, BIOTECHNOLOGY VALUE FUND II LP, BVF II GP LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP HOLDINGS LLC, BVF INC/IL, LAMPERT MARK N
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | Insider | Insider | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tender Offer | Common Stock, $0.0075 par value per share F1, F2, F7, F3 | 3,635,758 | -- | -- |
| Tender Offer | Common Stock, $0.0075 par value per share F1, F2, F7, F4 | 2,773,545 | -- | -- |
| Tender Offer | Common Stock, $0.0075 par value per share F1, F2, F7, F5 | 412,000 | -- | -- |
| Tender Offer | Common Stock, $0.0075 par value per share F1, F2, F7, F6 | 772,000 | -- | -- |
Holdings After Transaction:
Common Stock, $0.0075 par value per share — 0 shares (Direct);
Common Stock, $0.0075 par value per share — 0 shares (Indirect, See footnote)
Footnotes (7)
- F1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2. This Form 4 reports securities disposed of pursuant to an Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger on May 16, 2026 (as amended, the "Merger Agreement"), by and among the Issuer, Ligand Pharmaceuticals Incorporated ("Parent"), Flex Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and XOMA Royalty Holdings Corporation ("HoldCo"), pursuant to which, among other things, the Parent acquired all of the outstanding shares of the common stock of the Issuer, effective July 14, 2026 (the "Merger").
- F3. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F4. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F5. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F6. Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts.
- F7. The Reporting Persons received the following in exchange for each share of the Issuer's common stock disposed of in connection with the Merger: $39.00 in cash per share of common stock and an amount of contingent value rights per share of common stock for potential cash payments.
Key Figures
Shares disposed (indirect): 772000.0000 shares
Shares disposed (direct): 412000.0000 shares
Shares disposed (direct): 2773545.0000 shares
+2 more
5 metrics
Shares disposed (indirect)
772000.0000 shares
Common stock tendered indirectly on July 14, 2026 pursuant to tender offer
Shares disposed (direct)
412000.0000 shares
Directly held common stock tendered on July 14, 2026
Shares disposed (direct)
2773545.0000 shares
Directly held common stock tendered on July 14, 2026
Shares disposed (direct)
3635758.0000 shares
Directly held common stock tendered on July 14, 2026
Cash consideration per share
$39.00 per share
Cash paid by Ligand Pharmaceuticals for each XOMA common share in the merger
Key Terms
tender offer, Agreement and Plan of Merger, Section 13(d) group, contingent value rights, +1 more
5 terms
tender offer financial
"Disposition pursuant to a tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Agreement and Plan of Merger regulatory
"disposed of pursuant to an Agreement and Plan of Merger, dated April 27, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Section 13(d) group regulatory
"Each of the Reporting Persons is a member of a Section 13(d) group"
contingent value rights financial
"and an amount of contingent value rights per share of common stock"
Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did BVF-affiliated holders report in this Form 4 for XOMA?
They reported tendering 7,593,303 XOMA shares on July 14, 2026, as part of Ligand Pharmaceuticals’ cash merger, in dispositions coded as tender-offer transactions rather than open-market sales.
Were these XOMA (XOMA) transactions open-market sales or part of a merger?
The transactions were dispositions pursuant to a tender offer under an Agreement and Plan of Merger in which Ligand Pharmaceuticals acquired all outstanding XOMA common shares, effective July 14, 2026.
Who are the reporting persons in this XOMA (XOMA) Form 4?
The filing is jointly filed by BVF funds and related entities, including BVF Partners L.P., several Biotechnology Value Fund partnerships, BVF Inc., and Mark N. Lampert, acting as a Section 13(d) group, each disclaiming beneficial ownership beyond pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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