Ligand Pharmaceuticals Incorporated LGND announces that its Board of
Directors has agreed to waive certain “poison pill” provisions to allow BVF
Partners L.P., including its affiliates and associates (“BVF”), to increase
its ownership of the Company from the previous limit of 19.99% of outstanding
common stock to a new limit of 24.99%, subject to certain conditions. BVF has
been Ligand's largest shareholder since the second quarter of 2011 and
currently owns 17.7% of the Company's outstanding stock.
BVF's acquisition of stock, if any, is expected to be made in the open market
or through direct purchases from other stockholders. Ligand has been diligent
in setting the terms of the waiver for the potential benefit of all
shareholders of Ligand. In summary, the conditions under which BVF will be
permitted to exceed the current limit of 19.99% and own up to 24.99% of
Ligand's outstanding stock include the following:
* BVF's purchases must exceed the 19.99% threshold within nine months from
the date of the agreement, or the waiver for the increased ownership limit
automatically terminates.
* At any time BVF holds a position in excess of 19.99% of Ligand's
outstanding stock, Ligand's Board of Directors will have sole voting
control over BVF-owned shares representing 15% of the company's total
outstanding shares (currently approximately 3 million shares).
* BVF will not attempt to nominate any Director to the Ligand Board of
Directors or undertake any other control initiative.
* Any shares purchased in excess of 19.99% of the outstanding common stock
must be held by BVF for a minimum of four years or until the stock reaches
$100 per share.
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