Ligand to Acquire XOMA for $39 Per Share in Cash With $40 Million Termination Fee

TL;DR: Ligand will pay $39 per share for XOMA, plus contingent value rights, and XOMA could owe $40 million if the merger fails.

Context: Ligand Pharmaceuticals, a U.S.-based biopharma company focused on drug development and royalties, announced a merger agreement with XOMA, a California‑based biotech known for antibody therapeutics. The deal aims to give Ligand full control of XOMA’s pipeline and intellectual property, expanding its portfolio in immunology and oncology. XOMA shareholders will receive cash plus a contingent value right (CVR) that could deliver additional payments tied to future milestones.

Key Facts: On April 27, 2026, XOMA signed a merger agreement with Ligand and Ligand’s subsidiary Flex Merger Sub. Under the terms, each XOMA share will be converted into $39.00 in cash plus a CVR representing a right to future payments from a CVR trust. If the merger does not close under specified conditions, XOMA must pay Ligand a $40 million termination fee. The transaction also requires XOMA shareholder approval, clearance under the Hart‑Scott‑Rodino antitrust act, and completion of a holding‑company reorganization.

What It Means: For XOMA investors, the offer provides immediate cash upside and potential extra value through CVRs, though the payout depends on achieving future milestones. Ligand gains access to XOMA’s clinical assets without assuming financing risk, as the deal is not contingent on Ligand securing new funding. The $40 million break fee signals Ligand’s commitment while giving XOMA a penalty if it walks away.

Watch for the shareholder vote scheduled for early June and the antitrust review outcome, which will determine whether the merger closes by the end of 2026.