Both Ligand and Xoma operate by purchasing rights to royalties and milestones, paying upfront cash to support biotechs’ assets with a view to achieving longer-term revenue streams down the line.
After Xoma Royalty went on a dealmaking spree last year, the biotech royalty aggregator is now itself being bought out by its peer Ligand Pharmaceuticals. On Monday, Ligand announced plans to acquire Xoma for $39 per share of the royalty collector, representing a total deal value of roughly $739 million. The transaction, which marks a 14% premium on Xoma’s 30-day average price on April 24, is expected to close in the year’s third quarter, the companies said in an April 27 press release. Both Ligand and Xoma are what are known as biotech royalty aggregators. They operate by purchasing rights to royalties and milestones, paying upfront cash to support biotechs’ assets with a view to achieving longer-term revenue streams down the line. In the case of Xoma, the company has also been known to buy entire biotechs, as long as the price is right.Regarding Xoma, the company’s purchase will immediately equip Ligand with three potent commercial revenue generators through Xoma’s deals tied to Roche’s eye med Vabysmo, Day One’s glioma drug Ojemda and Zevra Therapeutics’ rare disease treatment Miplyffa, according to a company presentation (PDF) on the acquisition. In a Monday interview with Fierce, Ligand CEO Todd Davis noted that the deal nearly doubles the size of his company’s portfolio.Ligand has swooped in as Xoma is “approaching an inflection point financially,” the CEO explained. Aside from the expectation that the deal will be immediately accretive, Ligand also figures the Xoma purchase will continue to add “substantial additional product growth” out into the next decade, according to Davis. The timing is also right given the work Ligand has done in recent years to scale its portfolio management system, he added. “We can absorb the [Xoma] portfolio with almost 100% synergies,” Davis said. “We’ll probably bring a couple to a few employees over, and there’s some lease obligations, but there’s no commercial infrastructure required, there’s no manufacturing infrastructure, there’s no clinical development infrastructure. So this is a highly efficient business model in general, and the [operating expense] essentially tied to the Xoma portfolio now largely goes away through that synergy realization.” In addition to the share-based purchase terms, Xoma stockholders are also in line to receive one non-transferrable contingent value right (CVR) per share, which Ligand noted will entitle the holders to a portion of 75% of the net proceeds from “certain pending litigation at Xoma Royalty.” That litigation circles back to a Xoma dispute with J&J’s Janssen unit over the commercialization of Tremfya, per the release. In the company’s latest earnings release, Xoma explained that it filed suit against Janssen over claims of breach of contract and unjust enrichment, which it linked to the J&J unit’s “unauthorized use of Xoma’s intellectual property in the commercialization of Tremfya." Overall, the Xoma buyout is slated to add more than 120 commercial, clinical and preclinical assets to Ligand’s portfolio, including 14 that are now in late-stage development, such as Takeda’s anti-CD38 antibody mezagitamab and other candidates from the Japanese pharma’s externalized asset portfolio. With the purchase, Ligand expects its financial fortunes to ramp up for the rest of the year. The company has lifted its 2026 revenue forecast from a prior range of $245 million to $285 million to a new threshold between $270 million and $310 million. The company’s proceeds from royalties, specifically, are now expected to reach $225 million to $250 million, versus a previous expectation of $200 million to $225 million. Breaking down Ligand’s role as a biotech royalty aggregator, Davis noted that there is “over $12 billion, I would estimate, in royalty capital that’s out there and available, but the very significant majority of that capital is still focused on commercial-stage deals.” Unlike larger outfits charting similar deals such as Royalty Pharma and Blackstone, Ligand aims to fill a different niche in the royalty landscape by focusing on late-stage and private companies at the small- to midcap scale, per Davis. Regarding Ligand’s specific strategy, the company aggregates royalties by way of monetizing existing licenses that companies hold, as well as project financing, in which the company might co-fund a biotech’s phase 3 study in return for royalty contracts, Davis explained. Aside from the size and stage of companies its targeting, Ligand is also pursuing assets that address significant unmet medical needs. “That’s important not just because it gives us purpose in life—although it does—but because commercially, if you’re investing in “me-too” products or products that lack differentiation, you’re going to run into a lot more commercial issues downstream with the payers, the uptake, etcetera,” Davis said. The deal comes after Xoma embarked on a shopping spree for struggling biotechs in the second half of last year, striking deals for the likes of Generation Bio, Mural Oncology, Lava Therapeutics and Takeda spinout HilleVax.Meanwhile, with the Xoma deal soon to be under its belt, Davis said Ligand will continue to execute on the strategy it laid out with his arrival in 2022, targeting deals that are generally in the $25 million to $60 million range. That said, the company has some increased dealmaking flexibility these days as it tries to build out a diversified portfolio, and the immediate boon from Xoma should allow the company to strike bigger transactions, too, the CEO said. Editor's note: This story was updated with comments from an interview with Ligand CEO Todd Davis.