Acquisition Would Result in Well Capitalized Company with Robust
Royalty Assets and Broad Research Pipeline
Conference Call Today at 5:30 p.m. Eastern
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) announced
today that it has entered into a definitive merger agreement to acquire
Pharmacopeia (NASDAQ: PCOP), in a deal valued up to $70 million. The
transaction is structured as a stock-for-stock exchange and in addition,
Pharmacopeia stockholders will be entitled to a Contingent Value Right (“CVR”).
The CVRs will entitle holders under certain circumstances to a cash
payment of an aggregate of $15 million for all Pharmacopeia stockholders.
“We are very excited about combining
Pharmacopeia with Ligand,” said John L.
Higgins, President and Chief Executive Officer of Ligand
Pharmaceuticals. “Ligand stockholders will
gain access to numerous royalty partnerships, additional pipeline
assets, drug discovery resources and cash and NOLs. Pharmacopeia’s
shareholders will receive a substantial amount of equity in a well
capitalized company with lucrative potential royalties, an expanded
pipeline and financial liquidity. We are committed to running a company
that has a broad array of royalty assets and pipeline programs, backed
by a strong balance sheet and staunch spending discipline. This is a
unique opportunity for Ligand and Pharmacopeia shareholders. Both
companies have similar growth strategies, and our respective drug
discovery platforms are a great marriage of biology and chemistry
resources. The acquisition of Pharmacopeia will complement and
accelerate our product development programs, strengthen our research
capability and increase our potential royalty streams.”
Joseph A. Mollica, Ph.D., Chairman of the Board and Interim President
and Chief Executive Officer of Pharmacopeia, stated, “Pharmacopeia’s
portfolio of programs is an excellent complement to Ligand’s
pipeline and over the next decade we believe the combined company will
have important product introductions. On behalf of our Board, I would
like to thank all of our employees for the dedication they have shown in
pursuit of our scientific goals and the value they have created for our
shareholders. We are excited about this transaction and look forward to
sharing in the potential upside of the combined businesses by joining
forces with a strong company like Ligand.”
Details of the Proposed Transaction
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Under the terms of the agreement, Ligand will issue approximately 17.5
million shares, subject to adjustment for Pharmacopeia options at
closing, or 0.58 shares for each outstanding Pharmacopeia share such
that current Ligand stockholders would own approximately 84% of the
combined company and Pharmacopeia stockholders would own approximately
16%.
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This exchange ratio is based on closing prices of Ligand shares
between $3.00 and $3.75 for a period prior to the closing date and
based on Ligand’s closing price on
September 24, 2008 of $3.12 implies a purchase price of $1.81 per
common share of Pharmacopeia, or an equity value of approximately $55
million and a premium over today's closing price of Pharmacopeia of
52%. These values exclude a potential for approximately $0.50 per
share or an aggregate of $15 million related to the CVR.
-
The transaction includes a collar that provides for a fixed exchange
ratio within a stock price range of Ligand stock of $3.00 and $3.75.
At prices between $3.75 and $4.50, value is fixed at $66 million. At
prices above $4.50, the exchange ratio is fixed at 0.49. At prices
below $3.00, value is fixed at $52.8 million, including some cash
contribution at prices below $2.93 and above $2.38. Below $2.38 the
consideration is fixed at 0.60 shares and $10 million in cash in the
aggregate and at prices equal or less than $1.65 Pharmacopeia has the
right to terminate the agreement.
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In addition, the Pharmacopeia stockholders will receive Contingent
Value Rights (CVRs) under which they could receive an aggregate $15
million cash payment if Ligand enters into a license, sale,
development, marketing or option agreement with respect to its DARA
program by December 31, 2011. The CVRs will not be transferable.
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The transaction is expected to close by the first quarter of 2009 and
is subject to the approval of Pharmacopeia stockholders and antitrust
regulatory clearance, as well as other customary closing conditions.
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The transaction is intended to qualify as a tax-free reorganization.
Mr.