On May 18, 2026 Ligand reported that as previously disclosed, on April 27, 2026, Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Ligand, XOMA Royalty Corporation, a Nevada corporation ("XOMA Royalty"), and Flex Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Ligand ("Merger Sub"), pursuant to which, and upon the terms and subject to the conditions thereof, including, without limitation, effecting the Holding Company Reorganization (as defined below), Merger Sub will merge with and into a newly formed Nevada corporation, XOMA Royalty Holdings Corporation ("HoldCo"), (the "Merger"), with HoldCo surviving the Merger as a wholly owned subsidiary of Ligand. HoldCo is a wholly-owned subsidiary of XOMA Royalty and was formed for the sole purpose of effecting a holding company reorganization (the "Holding Company Reorganization") pursuant to Nevada Revised Statutes, as amended ("NRS"), 92A (or such other applicable provisions of the NRS).
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On May 16, 2026, XOMA Royalty, Ligand and the Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger ("Amendment No. 1") which, among other things, adds HoldCo as a party to the Merger Agreement.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
(Filing, Ligand, MAY 18, 2026, View Source [SID1234665825])