Here's some specifics on the creation of ALRI:
5/8/95 Ligand-Allergan Venture's Rts Offer Declared Effective
>LGND
SAN DIEGO -DJ- Ligand Pharmaceuticals Inc.'s (LGND) and Allergan
Ligand Retinoid Therapeutics Inc.'s registration statement for a
rights offering was declared effective by the Securities and
Exchange Commission.
Allergan Ligand Retinoid is a joint venture between Ligand
Pharmaceuticals and Allergan Inc. (AGN).
As reported, rights issued in the offering will be distributed
to shareholders of record May 5. Each Allergan shareholder will
receive about 0.031 of a right for each Allergan common share
held and each Ligand shareholder will receive about 0.066 of a
right for each Ligand common share held, subject to rounding.
The companies said the rights will trade on the Nasdaq
National Market System today through 4 p.m. EDT on June 2 under
the symbol ALRIR. The rights will expire at 12:01 a.m. EDT June
3, or, if the offering is extended, as many as five business
days thereafter.
Ligand and Allergan said one right is required to subscribe
for one unit. Each unit includes one callable Allergan Ligand
Retinoid common share and two warrants. Each warrant may be
exercised for one Ligand common share at a price equal to 120%
of the average closing price during the 20 trading days ending
one trading day before the expiration of the rights.
The offering will consist of 3,250,000 units with an offering
price of $10 a unit.
(MORE) DOW JONES NEWS 05-08-95
11:51 AM
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5/8/95 Ligand-Allergan Rts Offer -2: Subscription Ends June 3
>LGND
Ligand Pharmaceuticals and Allergan said the closing of the
subscription offering is subject to the raising of aggregate
gross proceeds of at least $31.5 million.
The companies said the units will trade together under the
symbol ALRIZ for a two-year period after the close of the
subscription offering, after which the Allergan Ligand Retinoid
callable common shares and the Ligand warrants for Ligand common
shares will trade separately. Upon separation, the Ligand
warrants will become exercisable.
Ligan and Allergan said that if an application for listing on
the Nasdaq National Market System is approved, the Ligand
warrants will trade under the symbol LGNDW. It is also expected
that after the separation, the ALRT callable common shares will
trade under the symbol ALRI.
The companies said that prior to consummation of the
subscription offering, the existing joint venture between Ligand
and Allergan will be dissolved, and Ligand and Allergan will
contribute the joint venture technology and assets, Ligand will
contribute $17.5 million, or up to $18.5 million if the maximum
proceeds of the subscription are not realized, and Allergan will
contribute $50 million to Allergan Ligand Retinoid.
Allergan said its Allergan Pharmaceuticals (Ireland) Ltd. unit
will acquire an additional $6 million of Ligand common shares at
a price equal to the average closing price for the 10 trading
days ending the last trading day before expiration of the
rights. Ligand will use the proceeds of the sale to fund a
portion of the Ligand cash contribution to Allergan Ligand
Retinoid.
(MORE) DOW JONES NEWS 05-08-95
12:01 PM
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5/8/95 Ligand-Allergan Rts Offer -3: Proceeds For R&D >LGND AGN
Ligand Pharmaceuticals and Allergan said Allergan Ligand
Retinoid Therapeutics Inc. will use net proceeds from the
offering and the contributions of Allergan and Ligand to engage
Ligand and Allergan to conduct research, development and
commercialization relating to small molecule retinoids products.
The companies said they will record their initial cash
contributions as a one-time charge upon completion of the
subscription offering. The companies said expenses they incur in
the performance of research and development on behalf of
Allergan Ligand Retinoid will be offset by revenue from Allergan
Ligand Retinoid.
Ligand and Allergan said Ligand or, if not exercised by
Ligand, Allergan has the option to purchase all of the common
shares of Allergan Ligand Retinoid during a specified period in
the future. If Ligand exercises the option, Allergan will have
the right to acquire a 50% interest in Allergan Ligand Retinoid
technology and 50% of all other Allergan Ligand Retinoid assets.
The companies said that after the earlier of a specified date
or approval for commercial sale, Ligand and Allergan will have
the option to acquire ALRT1057, one of the compounds to be
developed by Allergan Ligand Retinoid, prior to the exercise of
the option to acquire Allergan Ligand Retinoid.
Ligand and Allergan also said they agreed for the marketing,
manufacture and sale by Ligand and/or Allergan of the retinoid
products Allergan Ligand Retinoid develops.
(MORE) DOW JONES NEWS 05-08-95
12:20 PM
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5/8/95 Ligand-Allergan Rts Offer -4: Ligand Sees $17.5M Charge
In 2Q
Ligand Pharmaceuticals Inc. (LGND) will record a one-time charge
of $17.5 million, or as much as $18.5 million, in its second
quarter ending June 30.
The charge represents the company's initial cash contribution
to Allergan Ligand Retinoid Therapeutics.
A Ligand spokeswoman said the company reported a loss of $7.36
million, or 51 cents a share, on revenues of $2.5 million for
the second quarter ended June 30, 1994. Figures are based on
14,490,564 average shares outstanding.
(MORE) DOW JONES NEWS 05-08-95
1:05 PM
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