Ligand Announces Closing of Convertible Senior Notes Offering

• Opportunistic capital raise with proceeds used to enhance financial flexibility
• A portion of the proceeds to be used to purchase call spreads and to fund concurrent share repurchase intended to offset potential dilution to Ligand’s common stock upon conversion of the notes

JUPITER, Fla., June 25, 2026 (GLOBE NEWSWIRE) -- Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) (“Ligand”) announced today that it completed its previously announced offering (the “offering”) of 0.00% convertible senior notes due 2031 (the “notes”). The aggregate principal amount of the notes sold in the offering was $700.0 million, which includes the purchase of an additional $75.0 million aggregate principal amount of notes by the initial purchasers pursuant to the full exercise of the initial purchasers’ option to purchase additional notes.

Use of Proceeds

The net proceeds from the offering were approximately $678.2 million, after deducting fees and expenses. Ligand used approximately $72.9 million of the net proceeds from the offering to pay the cost of the convertible note hedge transactions and additional convertible note hedge transactions described below (after such cost was partially offset by the proceeds to Ligand from the sale of the warrants in the warrant transactions described below). In addition, Ligand used approximately $60.0 million of the net proceeds from the offering to repurchase 228,859 shares of Ligand’s common stock at a price of $262.17 per share, which is equal to the last reported price per share of Ligand’s common stock as of the date of pricing of the notes, in privately negotiated transactions effected through one of the initial purchasers. Ligand expects to use the remaining net proceeds from the offering for general corporate purposes, including investing in complementary businesses, companies, products and technologies, although we have no present commitments or agreements to do so beyond our previously announced acquisition of XOMA Royalty Corporation.

Convertible Note Hedge Transactions

In connection with the pricing of the notes and the initial purchasers’ exercise of their option to purchase additional notes, Ligand entered into convertible note hedge transactions (the “convertible note hedge transactions”) with certain of the initial purchasers or their affiliates and certain other financial institutions (the “option counterparties”). Ligand also entered into warrant transactions (the “warrant transactions”) with the option counterparties in connection with the pricing of the notes and the initial purchasers’ exercise of their option to purchase additional notes, pursuant to which Ligand issued warrants to purchase Common Stock (the “warrants”) to such option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to Ligand’s common stock upon any conversion of notes and/or offset any cash payments Ligand is required to make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on Ligand’s common stock to the extent that the market price per share of Ligand’s common stock exceeds the strike price of the warrants. The strike price of the warrants will initially be $524.34 per share, which represents a premium of 100% over the last reported price per share of Ligand’s common stock as of the date of pricing of the notes, and is subject to certain adjustments under the terms of the warrants.

Schreibe Deinen Kommentar