Conyers has provided Cayman Islands legal advice to Nasdaq-listed Ligand Pharmaceuticals Inc. (NASDAQ: LGND) (Ligand) on a proposed business combination with Avista Public Acquisition Corp. II (NASDAQ: APAC) (Avista).
To implement the business combination, Ligand will spin off its antibody discovery business, OmniAb, Inc. (OmniAb), which as a result of the business combination with Avista, will become a publicly-traded company. The OmniAb antibody discovery platform of Ligand offers access to varied antibody repertoires and high-throughput screening technologies to pharmaceutical industry partners for facilitating next-generation medicine discovery.
Upon the closing of the transaction, Avista Capital Partners, APAC’s sponsor and a leading private equity firm focused on the healthcare industry, has agreed to invest up to US$115 million in the combined company with Ligand contributing US$15 million. The combined company will have an initial pre-money equity valuation of US$850 million. Immediately prior to the transaction close, Ligand intends to distribute 100% of its ownership of OmniAb to Ligand shareholders in a tax-free distribution.
The respective boards of directors of Ligand and Avista have unanimously approved the merger. The transaction will require the approval of the shareholders of Avista and is subject to other customary closing conditions. The transaction is expected to close in the second half of 2022.
Partner Matthew Stocker, Counsel Alex Davies and Associate Matthew Harkness of Conyers’ Cayman office are advising on the Cayman Islands legal and regulatory aspects of the transaction working alongside Latham & Watkins LLP as lead legal advisor to Ligan.