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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2006
LIGAND PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-20720
(Commission File Number)
10275 SCIENCE CENTER DRIVE,
SAN DIEGO, CALIFORNIA
(Address of principal executive offices)
(858) 550-7500
(Registrant's telephone number, including area code)
77-0160744
(I.R.S. Employer Identification No.)
92121-1117
(Zip Code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 7, 2006, Ligand Pharmaceuticals Incorporated, a
Delaware corporation (the "LIGAND"), Seragen, Inc., a Delaware corporation and
wholly-owned subsidiary of Ligand (together with Ligand, the "Company"), Eisai
Inc., a Delaware corporation ("EISAI INC.") and Eisai Co., Ltd., a Japanese
company (together with Eisai Inc., "EISAI"), entered into a Purchase Agreement
(the "PURCHASE AGREEMENT") pursuant to which Eisai has agreed to acquire all of
the Company's worldwide rights in and to the Company's oncology product line
(the "PRODUCT LINE"), including, among other things, all related inventory,
equipment, records and intellectual property, and assume certain liabilities as
set forth in the Purchase Agreement (collectively, the "Transaction"). The
Product Line includes the Company's four marketed oncology drugs: ONTAK,
Targretin capsules, Targretin gel and Panretin gel. In addition, Eisai has
agreed to offer employment following the closing of the Transaction (the
"CLOSING") to certain of the Company's existing employees that support the sale
of the Product Line, subject to certain terms and conditions.
Pursuant to the Purchase Agreement, at Closing, the Company will
be paid a $205 million cash payment (the "CLOSING PAYMENT"), $20 million of
which will be funded into an escrow account to support any indemnification
claims made by Eisai following the Closing, and Eisai will assume certain
liabilities. The Closing Payment is subject to adjustment in accordance with the
terms of the Purchase Agreement if the value of the Product Line inventory at
Closing is less than a pre-determined target value.
The Purchase Agreement may be terminated by either Eisai or the
Company if the Closing has not occurred by December 31, 2006, or upon the
occurrence of certain customary matters. In addition, if the Purchase Agreement
is terminated under certain circumstances, including a determination by the
Company's board of directors to accept an acquisition proposal it deems superior
to the Transaction, the Company has agreed to pay Eisai a termination fee of
$7.5 million. The Closing is subject to certain customary closing conditions,
including, but not limited to, the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to such
agreement. The Purchase Agreement is filed as Exhibit 2.1 hereto and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
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2.1 Purchase Agreement, by and among Ligand Pharmaceuticals
Incorporated, Seragen, Inc., Eisai Inc. and Eisai Co.,
Ltd., dated as of September 7, 2006*
* Schedules to the Purchase Agreement are not material and have been omitted in
reliance on Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIGAND PHARMACEUTICALS INCORPORATED
Date : September 11, 2006 By: /S/ WARNER R. BROADDUS
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Name: Warner R. Broaddus
Title: Vice President, General Counsel &
Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Purchase Agreement, by and among Ligand Pharmaceuticals
Incorporated, Seragen, Inc., Eisai Inc. and Eisai Co.,
Ltd., dated as of September 7, 2006*
* Schedules to the Purchase Agreement are not material and have been omitted in
reliance on Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon request.