Ligand Distribution of OmniAb Complete and Business Combination Closed

Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) today announced the completion of its expected tax-free distribution (Distribution) of 100% of Ligand’s interest in its subsidiary OmniAb on a pro rata basis to Ligand shareholders of record as of October 26, 2022. The Distribution was immediately followed by the closing (Closing) of the business combination (Business Combination) between Avista Public Acquisition Corp. II (APAC) (which prior to the Closing domesticated in Delaware and changed its name to OmniAb, Inc., (OmniAb)) and OmniAb, Inc. (which prior to the Closing changed its name to OmniAb Operations, Inc. (OmniAb Operations)). Regular-way trading in OmniAb stock is expected to begin on Nasdaq under the stock ticker symbol “OABI” tomorrow, November 2, 2022.

Under the terms of the Business Combination, which was structured as a Reverse Morris Trust transaction, at the Closing shareholders of Ligand received 4.90007 shares of OmniAb common stock and 0.75842 earnout shares of OmniAb common stock (Earnout Shares) for each share of Ligand common stock.

The Earnout Shares will vest based upon the achievement of certain volume-weighted average trading prices (VWAP) for shares of OmniAb for any 20 trading days over a consecutive 30 trading-day period during the five-year period following the Closing, with (i) 50% of such Earnout Shares vesting upon achievement of a VWAP of $12.50 per share of OmniAb common stock or upon the occurrence of a change of control transaction that will result in the holders of OmniAb common stock receiving a price per share in excess of $12.50, and (ii) the remaining 50% of the Earnout Shares vesting upon achievement of a VWAP of $15.00 per share of OmniAb common stock or upon the occurrence of a change of control transaction that will result in the holders of OmniAb common stock receiving a price per share in excess of $15.00. The Earnout Shares are not transferrable until the vesting condition for the applicable tranche of Earnout Shares has been achieved.

As a result of the transactions, Ligand shareholders received 85.0% of the shares of OmniAb common stock outstanding, APAC’s existing public shareholders held 1.1% of the shares of OmniAb common stock outstanding, and APAC’s sponsor and related parties of APAC owned 13.9% of the shares of OmniAb common stock outstanding, including the Earnout Shares in each case.

Advisors

Credit Suisse acted as lead financial and capital markets advisor to Ligand and OmniAb. Cowen, Stifel, SVB Securities and Truist Securities also acted as financial and capital markets advisors to Ligand and OmniAb, and CJS Securities, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co. and Roth Capital Partners acted as advisors to Ligand and OmniAb. Latham & Watkins LLP served as legal counsel to Ligand and OmniAb Operations. Weil, Gotshal & Manges LLP served as legal counsel to APAC.