To: Torben Noerup Nielsen who wrote (20508 ) 5/11/1998 8:29:00 PM From: Henry Niman Respond to of 32384
Here's what Reuter's had to say: SAN DIEGO, May 11 (Reuters) - Ligand Pharmaceuticals Inc Monday said Monday it plans to buy Seragen Inc in a deal worth up to $67 million which it said will boost earnings from 1999 onwards. The company said in a statement it will pay for Hopkinton, Mass.-based Seragen in two stages. Ligand will pay $30 million, $4 million in cash and $26 million of Ligand shares when the deal closes during the third quarter. Seragen's shareholders will receive about 0.036 of a share of Ligand stock for every share of Seragen held. The remainder of the $30 million will be used to settle claims of Seragen's creditors and preferred shareholders. Ligand will also pay an additional $37 million payment in cash and/or Ligand shares to be paid six months after U.S. Food and Drug Administration clearance to market ONTAK for cutaneous T-cell lymphoma. The $37 million payment will not be made if ONTAK is not cleared by the FDA within two years of the initial closing. Ligand also said it has agreed to buy substantially all the assets of Marathon Biopharmaceuticals, which provides manufacturing and development services to Seragen, for $5 million with an extra $3 million after FDA approval of ONTAK. Ligand also signed an agreement with Eli Lilly and Co <LLY.N> under which Lilly will assign to Ligand Lilly's rights and obligations under its agreements with Seragen, including its rights to ONTAK. Ligand will pay Lilly up to $10 million, payable in cash or Ligand stock in potential milestone payments if ONTAK is approved by the FDA. Upon certain other events, Lilly could receive an additional $10 million in milestones. "The transfer of product rights from Lilly, the merger with Seragen, and the acquisition of Marathon consolidate important rights to ONTAK previously held by Lilly, Seragen and Ligand," said Ligand Chairman David Robinson. "We believe that the net effect, following closing of the merger, transfer of ONTAK rights from Lilly to Ligand, and launch of ONTAK following regulatory approval, is significantly accretive to Ligand earnings in 1999 and beyond," he said. The merger of Ligand and Seragen has been approved by the board of both comapnies and Seragen shareholders have delivered irrevocable proxies representing between 55 and 59 percent of shares. In February the FDA informed Seragen it had given ONTAK a "priority review" designation. REUTERS Rtr 18:55 05-11-98