Merger AHPA2

Ligand to Spin-Off its OmniAb Business Through Merger with Avista Public Acquisition Corp. II

, SPAC Research

Ligand Pharmaceuticals (NASDAQ: LGND) today announced the signing of a definitive merger agreement with Avista Public Acquisition Corp. II (NASDAQ: AHPA), providing for the spin-off of OmniAb, Ligand’s antibody discovery business, immediately followed by a merger with a newly formed subsidiary of AHPA.

The combined company will be led by Ligand’s President, Matt Foehr, and will be renamed “OmniAb, Inc."

Upon closing,, Avista Capital Partners (AHPA’s sponsor) and a leading private equity firm focused on the healthcare industry, has agreed to invest up to $115 million in the combined company, and Ligand will contribute $15 million.

The combined company will have an initial pre-money equity valuation of $850 million.

Immediately prior to the transaction close, Ligand intends to distribute 100% of its ownership of OmniAb to Ligand shareholders in a tax-free distribution.

The combination of OmniAb and AHPA is structured to guarantee a minimum of $130 million in gross cash to the combined company at the time of closing, and up to $266 million in the event of no redemptions by AHPA shareholders.

The transaction is expected to be tax-free to Ligand and its shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.

Upon closing, Ligand shareholders are expected to own approximately 75% to 84% of the combined company, depending on redemptions, which will be listed on the NASDAQ under the ticker symbol “OABI”.

Credit Suisse is acting as lead capital markets and financial advisor to OmniAb, Cowen, Stifel, SVB Leerink and Truist Securities are also acting as capital markets and financial advisors to OmniAb, and CJS Securities, Craig-Hallum Capital Group LLC, H.C. Wainwright and Roth Capital Partners are acting as advisors to OmniAb.

Weil, Gotshal & Manges is legal advisor to APAC. Latham & Watkins is legal advisor to Ligand.

The transaction is expected to close in the second half of 2022.

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