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Biotech / Medical : Ligand (LGND) Breakout! -- Ignore unavailable to you. Want to Upgrade?

To: Skeeter Bug who wrote (29114)	8/5/1999 5:51:00 PM
From: bob zagorin	Read Replies (1) \| Respond to of 32384

Ligand Makes Payments on Contingent Merger Obligations Related to Its Acquisitions of Seragen and Marathon SAN DIEGO--(BW HealthWire)--Aug. 5, 1999-- Payments Triggered by the Marketing Approval of ONTAK(R) In February 1999 Ligand Pharmaceuticals Incorporated (Nasdaq:LGND) announced today that it has made cash payments totaling $37.1 million related to the $40.0 million contingent merger obligations incurred in connection with the acquisition of Seragen, Inc., in August 1998 and the assets of Marathon Biopharmaceuticals, LLC, in January 1999. According to the terms of both acquisition agreements, the payments were due on August 5, 1999, six months after the marketing approval of ONTAK(R) by the U.S. Food and Drug Administration. Pending resolution of final contingencies and in accordance with the terms of the Seragen acquisition agreement, Ligand has withheld $2.9 million from payments to certain preferred shareholders and creditors. Seragen common shareholders, other than those former preferred shareholders and creditors, will receive $0.23 for each share of Seragen Common Stock owned on the August 12, 1998 Record Date. "Proceeds from our recent issuance of $40.0 million of Zero Coupon Convertible Notes to an affiliate of Elan Corporation plc were used to fund the contingent merger payments," said Ligand Senior Vice President and Chief Financial Officer Paul V. Maier. "In view of the current biotechnology equities capital market conditions, the Notes, which are convertible into Ligand Common Stock at $14.00 per share, provide Ligand with an attractive cost of funds and assist us in managing the dilutive impact of paying the contingent merger obligations, one of our key long-term strategic goals." Ligand Pharmaceuticals Incorporated Ligand Pharmaceuticals Incorporated discovers, develops and markets new drugs that address critical unmet medical needs of patients in the areas of cancer, skin diseases, and men's and women's hormone-related diseases, as well as osteoporosis, metabolic disorders and cardiovascular and inflammatory diseases. Ligand's first two drugs -- Panretin(R) gel and ONTAK(R) -- were approved for marketing in the U.S. in early 1999 and are being marketed through its specialty cancer and HIV-center sales force in the U.S. Four additional oncology-related products are in late-stage development, including Targretin(R) capsules, Targretin(R) gel, Panretin(R) capsules, and Morphelan(tm) (licensed from Elan). Public information on Ligand is available on our website at ligand.com. Except for the historical information contained herein, this news release may contain certain forward looking statements by Ligand and actual results could differ materially from those described as a result of factors including, but not limited to the following. There can be no assurance that any final contingencies related to the Seragen acquisition will be resolved favorably to Ligand or at all, that the amount withheld by Ligand will adequately compensate it for losses it may suffer if the contingencies are not resolved favorably to Ligand or at all, that any product in the Ligand pipeline will be successfully developed, approved and commercialized, or that Ligand's future financial results will meet current expectations. Additional information concerning these factors can be found in press releases as well as in Ligand's public periodic filings with the Securities and Exchange Commission. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. Note: ChaseMellon Shareholder Services has indicated that it will send each Seragen common shareholder whose shares of Seragen Common Stock have been surrendered to ChaseMellon, the Transfer Agent, a check in the appropriate amount. On or after August 15, 1999, please call ChaseMellon Shareholder Services at 800/522-6645 with any questions regarding the distribution of proceeds to Seragen common shareholders. Panretin(R) and Targretin(R) are registered trademarks of Ligand Pharmaceuticals Incorporated, and ONTAK(R) is a registered trademark of Seragen, Inc., a wholly owned subsidiary of Ligand. Ligand Pharmaceuticals' releases are available via fax at no charge by calling 888/329-9832 or on the World Wide Web at www.businesswire.com/cnn/lgnd.htm. CONTACT: Ligand Pharmaceuticals Incorporated Paul V. Maier, 619/550-7573