Ligand Avoids Proxy Fight

The new deal with Third Point allows Daniel S. Loeb, the investment firm's CEO, and two other nominees to join the board effective Dec. 8. While Third Point nominees serve on the board, and for at least six months after the agreement is signed, the firm won't sell shares, solicit proxies or "take other certain stockholder actions."

Ligand also has agreed to recommend the Third Point nominees for election to the board through 2007. In addition, Ligand will pay Third Point up to $475,000 for certain expenses.

Ligand announced on Nov. 18 that it had hired UBS to provide advice on strategic alternatives, which could mean the entire company would be put up for sale. Previously, Third Point had complained about Ligand's performance and strategy. Ligand has had to restate full-year results for 2003 and 2002, as well as partial results for 2001 and 2000.

The company wasn't able to file its 10-K for 2004 until last month, and it hasn't issued formal results for the first three quarters of 2005. Ligand has promised to file the quarterly reports with the SEC this month.

The filing delays led to the company's delisting from Nasdaq in September. Ligand now trades on the "pink sheets," and its filing issues prompted an investigation by the SEC. Ligand says that once all of its filings are up to date, it will seek reinstatement for a Nasdaq listing.