StockWatch
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Biotechnology: Pharmaceutical Preparations
MergerMay 18, 2026, 09:08 AM

Ligand Pharmaceuticals Amends Merger Agreement with XOMA Royalty

AI Summary

Ligand Pharmaceuticals Inc. announced an amendment to its Agreement and Plan of Merger with XOMA Royalty Corporation, signed on May 16, 2026. The amendment primarily adds XOMA Royalty Holdings Corporation (HoldCo), a newly formed subsidiary of XOMA Royalty, as a party to the merger agreement. HoldCo was established for the sole purpose of effecting a holding company reorganization, with Ligand's subsidiary, Flex Merger Sub, Inc., set to merge into HoldCo, which will then become a wholly-owned subsidiary of Ligand. The amendment also includes minor textual changes to certain sections of the original merger agreement, which otherwise remains in full effect.

Key Highlights

  • Amendment No. 1 to the Agreement and Plan of Merger was signed on May 16, 2026.
  • The amendment adds XOMA Royalty Holdings Corporation (HoldCo) as a party to the Merger Agreement.
  • HoldCo was formed by XOMA Royalty for a holding company reorganization.
  • The original merger involves Ligand's subsidiary, Flex Merger Sub, Inc., merging into HoldCo.
  • HoldCo will survive the merger as a wholly-owned subsidiary of Ligand Pharmaceuticals.
  • Minor textual amendments were made to sections 1.1(b), 1.5, and 5.23 of the Merger Agreement.
  • The Merger Agreement remains in full force and effect, except as specifically modified by this amendment.