Ligand To Spin-Off OmniAb Via Avista Capital-Backed SPAC Merger

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Ligand Pharmaceuticals Inc LGND signed a merger agreement with Avista Public Acquisition Corp II AHPA, providing for the spin-off of OmniAb Inc.

  • APHA is Avista Capital Partners-backed special purpose acquisition company (SPAC), and OmniAb is Ligand's antibody discovery business. 
  • Ligand's President, Matt Foehr, will lead the combined company that will trade on NASDAQ under the ticker 'OABI.'
  • Avista Capital will invest up to $115 million in the combined company, and Ligand will contribute $15 million. 
  • Related: Ligand To Spin-Off OmniAb Platform Into Its Own Independent Company.
  • The combined company will have an initial pre-money equity valuation of $850 million. 
  • Immediately before the transaction close, Ligand intends to distribute 100% of its ownership of OmniAb to Ligand shareholders in a tax-free distribution. The transaction is expected to close 2H of 2022.
  • OmniAb's Biological Intelligence (BI) proprietary transgenic animals have been genetically modified to generate antibodies with human sequences to facilitate the development of human therapeutic candidates. 
  • Over 55 partners currently have access to OmniAb-derived antibodies, and more than 250 programs are being actively developed or commercialized.
  • The combination of OmniAb and AHPA is structured to guarantee a minimum of $130 million in gross cash to the combined company and up to $266 million in case of no redemptions by APAC shareholders. 
  • Upon closing the transaction, Ligand shareholders are expected to own approximately 75% to 84% of the combined company.
  • Price Action: LGND shares closed 3.19% lower at $109.83 on Wednesday.
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