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Ligand raises USD 700m to fund USD 739m XOMA royalty acquisition

Ligand raises USD 700m to fund USD 739m XOMA royalty acquisition

Jupiter, Florida-based Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) announced the closing of a USD 700 million offering of 0.00% convertible senior notes due 2031, raising capital to enhance financial flexibility and fund the previously announced acquisition of XOMA Royalty Corporation, which is valued at approximately USD 739 million. The deal's scale positions Ligand to absorb one of the largest consolidation transactions in the biopharma royalty aggregator space while retaining balance sheet flexibility for further portfolio expansion.

The notes carry a 0.00% coupon, mature in 2031, and were sold to qualified institutional buyers. The aggregate principal includes USD 75 million from the full exercise of the initial purchasers' overallotment option. Net proceeds totaled approximately USD 678.2 million after fees. Ligand deployed approximately USD 72.9 million of net proceeds to fund convertible note hedge transactions; an additional USD 60 million was used to repurchase 228,859 shares of common stock at USD 262.17 per share in privately negotiated transactions. Remaining net proceeds are directed toward general corporate purposes, with the XOMA acquisition cited as the primary near-term commitment.

Ligand is a royalty aggregator that funds late-stage biopharmaceutical development programs in exchange for long-term economic interests. The company holds economic stakes in more than 100 development and commercial-stage assets, generating revenue through royalties and technology licensing. Its proprietary platform technologies — Captisol, a drug solubilization and formulation technology, and NITRICIL, a nitric oxide-releasing platform — are licensed to a broad network of pharmaceutical partners globally.

Ligand's business model differs from traditional biopharma in that it does not develop drugs directly; instead, it structures royalty financings and acquisitions to build a diversified, recurring revenue base. Competitors in the royalty aggregation space include Royalty Pharma and PDL BioPharma, though Ligand distinguishes itself through a combination of proprietary enabling technologies and structured royalty origination.

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The XOMA acquisition, once completed, would add three commercial royalty streams to Ligand's portfolio: Vabysmo (faricimab-svoa) marketed by Roche in ophthalmology, Ojemda (tovorafenib) commercialized by Day One Biopharmaceuticals for glioma, and Miplyffa (arimoclomol) marketed by Zevra Therapeutics for a rare lysosomal storage disorder. Ligand has indicated the transaction is expected to be immediately accretive to adjusted earnings per share, with 2026 adjusted EPS guidance raised to USD 8.50–USD 9.50 upon announcement of the deal.

The zero-coupon structure of the convertible notes, combined with the call spread overlay and concurrent share repurchase, reflects a financing approach designed to minimize near-term cash interest burden while managing dilution exposure — a structure consistent with Ligand's capital-light, cash-generative business model ahead of what management has indicated will be a step-change in portfolio scale following the XOMA close.


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