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

To: ewolf who wrote (20477)	5/11/1998 4:51:00 PM
From: tonyt	Read Replies (1) \| Respond to of 32384

Thanks. Here's the full story Ligand Pharma To Buy Seragen For $67M In Cash, Stock By Rhonda L. Rundle SAN DIEGO (Dow Jones)--Ligand Pharmaceuticals Inc. (LGND) Chairman David Robinson said the company has signed a definitive agreement to acquire Seragen Inc. (SRGN) for $67 million in cash and stock, of which $37 million is contingent upon regulatory approval of a Seragen cancer drug. "This is a strategic product acquisition that accelerates our march to profitability," Robinson told Dow Jones. "The Seragen drug, Ontak, represents a fifth product in our specialty oncology niche that can accelerate the timing and magnitude of our EPS," Robinson said. Under terms of the agreement, Ligand will pay at closing $30 million, of which $4 million will be in cash and $26 million of which will be 1,858,000 shares of Ligand common stock at $13.99 a share, Robinson said. Ligand's stock price for this portion of the transaction is based on the average closing share price for the five trading days prior to signing. The accord also calls for an additional $37 million payment in cash and/or Ligand common stock to be paid six months after the date of final U.S. Food and Drug Administration clearance to market the Seragen cancer drug, Ontak, for cutaneous T-cell lymphoma. The payment won't be made if the drug isn't approved within two years of the acquisition closing. Ontak has been given "priority review" designation at the FDA and is scheduled to be considered at a June 2 meeting of the Oncologic Drug Advisory Committee. If the process goes smoothly, final approval for Ontak could come late in the third quarter, Robinson said. "If that takes place, it could occur prior to merger closure," which is expected in the same quarter, he said. Ligand Chairman Robinson also said the company has agreed to acquire substantially all of the assets of Marathon Biopharmaceuticals LLC for $8 million. Marathon has a plant that produces Seragen's Ontak as well as other companies' drugs. Ligand has also agreed to exercise an option to acquire certain rights to Ontak held by Eli Lilly & Co. (LLY), Robinson said. "These are three pieces of essentially the same story," Robinson said. In order to acquire the "global rights" to Ontak, Ligand had to acquire Seragen, Lilly's rights to the drug and Marathon's plant where the drug is produced. Lilly holds rights to Ontak that cover oncology indications and certain markets, including the U.S. Ligand's agreement with Lilly calls for Ligand to pay up to $10 million, payable in cash or Ligand common stock, in potential milestone payments to Lilly if Ontak is approved by the FDA, and upon certain other events. Lilly could receive an additional $10 million in milestones if certain other conditions are met. Of the $8 million that Ligand has agreed to pay to acquire the Marathon assets, $3 million would be paid six months after FDA approval of Ontak, Robinson said. Ligand may purchase the assets of Marathon at any time before Jan. 31, 1999 and has an option to extend the closing date in certain circumstances. The purchase payments can be paid in cash or Ligand common stock, at Ligand's option.

To: ewolf who wrote (20477)	5/11/1998 4:58:00 PM
From: shasta23	Read Replies (1) \| Respond to of 32384

re:SRGN If i read these last trades right then they were sells for 7000(15:58:40)and 5000 (at 16:00:35). Maybe somebody already knew the news and sold, maybe just routine selling on a day with an ugly close. Tomorrow will be interesting how the "Street" likes this deal. As far as i remember nobody here on the thread really liked the SRGN component (small market, severe side effects etc) that much and i don't understand why they have to buy that whole company in decline...i'm ignorant but i don't like these news!!One thing for sure it's again creative contract making and i'm very sure the few guys remaining at SRGN are very happy to sell before their whole company goes under. Interesting enough was that SRGN's stock was up over 10% today...what a coincedence!!! ;-))) stefan