- 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.
Ligand Pharmaceuticals Incorporated (NASDAQ: 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: