Ligand Pharmaceuticals Incorporated (NASDAQ:LGND) announced that it has completed the acquisition of Metabasis Therapeutics, Inc. (NASDAQ:MBRX), following approval of the transaction by Metabasis stockholders yesterday. As a result, Ligand gains a fully funded partnership with Roche, additional pipeline assets and drug discovery technologies and resources. The transaction was first announced on October 27, 2009. “We are excited about this acquisition and the opportunities it presents for our shareholders,” said John L. Higgins, President and Chief Executive Officer of Ligand. “The acquisition of Metabasis builds on our strategy to cultivate a robust pipeline with a broad array of royalty bearing assets and early stage pipeline programs.” In the acquisition, Ligand paid $1.6 million in cash or about $0.046 per Metabasis share to Metabasis' stockholders. In addition, Metabasis stockholders received four tradable Contingent Value Rights (CVRs), one CVR from each of four respective series of CVRs, for each Metabasis share. The CVRs will entitle Metabasis stockholders to cash payments as frequently as every six months as cash is received by Ligand from proceeds from Metabasis’ partnership with Roche or the sale or partnering of any of the Metabasis drug development programs, among other triggering events. Primary Acquired Assets
Forward-Looking StatementsThis release contains forward-looking statements that involve risks and uncertainties. Ligand and Metabasis caution readers that any forward-looking information is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. Words such as “expect,” “estimate,” “project,” “potential,” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, the expected benefits of Metabasis’ assets and other statements that are not historical facts. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are the risks that Roche may not advance HepDirect compounds including MB11362 successfully; the anticipated synergies and benefits from the transaction may not be fully realized or may take longer to realize than expected; Metabasis product candidates may have unexpected adverse side effects or inadequate therapeutic efficacy; and positive results in clinical trials may not be sufficient to obtain FDA approval. There can be no assurance that any product in Ligand’s, Metabasis’ or the combined company’s product pipeline will be successfully developed or manufactured, that final results of clinical studies will be supportive of regulatory approvals required to market licensed products, or that any of the forward-looking information provided herein will be proven accurate. Additional important factors that may affect future results are detailed in Ligand’s and Metabasis’ filings with the Securities and Exchange Commission (the “SEC”), including each company’s recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. Each of Ligand and Metabasis disclaims any intent or obligation to update these forward-looking statements beyond the date of this release.