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Ligand Pharma Makes Offer To Buy Vernalis For About $43 Mln In Cash

Ligand Pharmaceuticals Inc. (LGND)and Vernalis plc (VER.L) announce that Ligand has declared its firm intention to acquire the entire issued and to be issued shares of Vernalis through a UK scheme of arrangement conditional on approval by the Vernalis shareholders.

As per the terms of the proposed UK scheme of arrangement, Ligand would pay Vernalis shareholders 0.062 pounds per share in cash, valuing Vernalis at approximately 32.8 million pounds or about $43 million.

The proposal - which requires approval by a majority of the shareholders representing at least 75% or more in value of the company's outstanding shares voting on the transaction - has received the support and irrevocable undertakings from the Board of Directors of Vernalis and its two largest shareholders, who own in aggregate approximately 67% of the outstanding shares of the company.

On March 15, 2018 Vernalis announced that as part of its then-ongoing strategic review, it had decided to commence a formal sales process with Evercore serving as financial advisor. As part of its strategic review Vernalis has substantially completed the closure of its US commercial operations and remains on track to have completed this by 30 September 2018. If Ligand's offer is approved by Vernalis shareholders, the transaction is expected to close in October 2018.

Currently the transaction is anticipated to close in the fourth quarter of 2018. With a fourth quarter close, revenue and operating expense impact from Vernalis is currently expected to be small and mostly offset each other. Beyond 2018, research business revenue is expected to approximate expenses with longer-term milestones and royalties being accretive to future Ligand earnings.

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