SCHEDULE: XOMA Royalty Corp Merger Completes, BVF Exits Position

XOMA Royalty Corp. announced the completion of its merger with Ligand Pharmaceuticals Incorporated, resulting in the cessation of beneficial ownership for Biotechnology Value Fund L.P. and its affiliates.

Summary

• The filing reports the completion of the merger between XOMA Royalty Corp. and Ligand Pharmaceuticals Incorporated, effective July 14, 2026.
• As a result of the merger, XOMA Royalty Corp. shareholders received $39.00 per share in cash, plus contingent value rights.
• The reporting persons, including Biotechnology Value Fund L.P. and its affiliates, no longer beneficially own any shares of XOMA Royalty Corp. as of July 14, 2026.
• This filing serves as an amendment to Schedule 13D, indicating a change in beneficial ownership status.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily serving as a notification of a completed transaction and the cessation of beneficial ownership rather than a performance update.

Positives

• Shareholders received a cash payment of $39.00 per share.
• Shareholders are also entitled to potential future cash payments through contingent value rights.
• The merger provides a clear exit for investors, realizing value from their holdings.

Negatives

• The reporting persons have ceased to be beneficial owners of more than 5% of the outstanding shares.
• The company, XOMA Royalty Corp., will cease to exist as an independent entity post-merger.

Risks

• The value of the contingent value rights is not guaranteed and depends on future events and performance.
• Potential for disputes or complexities in the distribution of contingent value rights payments.

Future Outlook

The future outlook for XOMA Royalty Corp. as an independent entity is concluded due to the merger. The future value for former shareholders is tied to the performance and payout of the contingent value rights.

Management Comments

• The Reporting Persons no longer beneficially own any Shares.
• As of July 14, 2026, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.

Industry Context

StockSavvy.ai notes that this merger represents a common consolidation trend within the biotechnology and pharmaceutical sectors, where larger companies acquire smaller, specialized entities to gain access to pipelines or technologies. The cash and CVR structure is a typical deal consideration in such acquisitions.

Comparison to Industry Standards

• The $39.00 per share cash consideration is a standard valuation metric in biotech M&A, reflecting market appetite for royalty streams and development assets.
• The inclusion of Contingent Value Rights (CVRs) is a prevalent mechanism in the industry to bridge valuation gaps between buyers and sellers, allowing sellers to participate in the future success of the acquired assets.
• Competitors like Royalty Pharma and other specialized royalty funds often engage in similar acquisition strategies, though the specific terms vary based on asset stage and risk profile.

Stakeholder Impact

• Shareholders: Realized cash value for their shares and potential for future payments via CVRs.
• Reporting Persons (BVF entities): Exited their investment in XOMA Royalty Corp., realizing value.
• Ligand Pharmaceuticals: Successfully integrated XOMA Royalty Corp. into its operations.

Next Steps

• Shareholders will receive cash payments and potentially payments from contingent value rights.
• The reporting persons will no longer hold any beneficial ownership in the merged entity.

Key Dates

Keywords

XOMA Royalty Corp, Ligand Pharmaceuticals, Merger, Schedule 13D, Beneficial Ownership, Contingent Value Rights, SEC Filing, Biotechnology