OmniAb Announces Completion of Spin-Off and Business Combination
Leading Antibody Discovery Technologies Enable Development of Innovative Therapeutics
Regular-way Trading of OABI Begins November 2, 2022 on Nasdaq
OmniAb, Inc. (NASDAQ:OABI) today announced the completion of the expected tax-free spin-off from Ligand Pharmaceuticals Incorporated (NASDAQ:LGND) and the subsequent business combination with Avista Public Acquisition Corp. II (NASDAQ:AHPA), resulting in OmniAb becoming an independent publicly traded company. Based on actual redemptions and estimated transaction expenses, OmniAb expects to have approximately $95 million in cash at closing. OmniAb will begin regular-way trading November 2, 2022 on Nasdaq under the stock ticker symbol "OABI."
"The OmniAb discovery platform is the culmination of several years of scientific discoveries and innovations brought together and advanced by a dedicated team of talented scientists," said Matt Foehr, Chief Executive Officer. "As an independent publicly traded company, OmniAb will continue to discover and innovate as we focus on our mission to push the frontiers of drug discovery technologies and enable our partners' rapid development of innovative therapeutics."
OmniAb Management Update
In conjunction with the transaction, OmniAb also announced key management and board appointments. OmniAb is led by an experienced team of industry veterans complemented by recent additions with significant experience in building businesses and developing cutting-edge technology.
"In anticipation of this transaction, we assembled a world-class leadership team at OmniAb," stated Mr. Foehr. "In addition to our stellar scientific leaders, many of whom have been with OmniAb for several years, I am thrilled to be joined by Kurt Gustafson as Chief Financial Officer and Charles Berkman as Chief Legal Officer."
Kurt Gustafson joined OmniAb as Chief Financial Officer in March 2022 in preparation for the spin-off and business combination. Mr. Gustafson previously served as Executive Vice President and Chief Financial Officer of Spectrum Pharmaceuticals. Prior to Spectrum, he served as Vice President and Chief Financial Officer at Halozyme Therapeutics, with responsibility for finance, information technology, facilities and human resources. Earlier, Mr. Gustafson worked at Amgen for more than 18 years, holding roles such as Treasurer, Vice President, Finance and Chief Financial Officer of Amgen International in Switzerland. Mr. Gustafson is a director of Xencor, a clinical-stage biopharmaceutical company. He received a B.A. in accounting from North Park University and an MBA from the University of California, Los Angeles.
Charles Berkman has served as OmniAb's Chief Legal Officer since March 2022 in preparation for the spin-off and business combination. Mr. Berkman previously served in various roles of increasing responsibility at Ligand, most recently as Senior Vice President, General Counsel and Secretary. Prior to joining Ligand, Mr. Berkman was an attorney with the international law firm Baker & McKenzie. Earlier, he served as an attorney with Lyon & Lyon, where he specialized in intellectual property law. Mr. Berkman holds a B.S. in chemistry from the University of Texas and a J.D. from the University of Texas School of Law.
OmniAb Board of Directors Update
Concurrent with the completion of the OmniAb spin-off, former Ligand directors Jennifer Cochran, Ph.D., Sarah Boyce and Sunil Patel, and current Ligand director and CEO John Higgins, joined the OmniAb board. Also appointed were Carolyn Bertozzi, Ph.D., Joshua Tamaroff and Matt Foehr, bringing the number of OmniAb directors to seven.
"Several prior members of the Ligand board were deeply involved in building the OmniAb business over the past several years and will continue to provide valuable insight to the OmniAb team," said John Higgins, OmniAb Chairman. "In addition, the appointment of Dr. Carolyn Bertozzi brings a tremendous wealth of knowledge in translating leading-edge innovation into practical application, highlighted by several prestigious awards including most recently the Nobel Prize in Chemistry. We also look forward to our continued relationship with Avista Capital Partners, and leveraging their expertise in building differentiated businesses as OmniAb continues to execute on its growth plan."
Dr. Bertozzi has served at Stanford University since 2015 as the Anne T. and Robert M. Bass Professor of Chemistry, a professor of Chemical and Systems Biology and Radiology and the Baker Family Co-Director of Stanford ChEM-H. Dr. Bertozzi has also served as an Investigator at the Howard Hughes Medical Institute since 2000. Prior to Stanford, she was a professor of chemistry and molecular and cell biology at the University of California, Berkeley. Dr. Bertozzi previously was a director of Eli Lilly and Company. She holds an A.B. summa cum laude in chemistry from Harvard University and a Ph.D. in chemistry from the University of California, Berkeley. Dr. Bertozzi was awarded the 2022 Nobel Prize in Chemistry and the 2022 Wolf Prize in Chemistry.
Mr. Tamaroff joined Avista Capital Partners (Avista) in 2009 and currently serves as a Partner. Prior to joining Avista, Mr. Tamaroff worked as an analyst in the leveraged finance group at Lehman Brothers and Barclays Capital. Mr. Tamaroff currently serves as a director of Cosette Pharmaceuticals, GCM Holding Corporation, Probo Medical, Solmetex and United BioSource Corporation, and previously served as a director of InvestorPlace Media, IWCO Direct, OptiNose, Organogenesis Holdings and WideOpenWest. Mr. Tamaroff received a B.S. from Cornell University and an MBA from the Wharton School of the University of Pennsylvania, where he was a Palmer Scholar.
Please visit https://investors.omniab.com/ for additional information regarding the spin-off, business combination and leadership updates, including links to filings with the U.S. Securities and Exchange Commission.
About OmniAb®
OmniAb's discovery platform provides pharmaceutical industry partners access to diverse antibody repertoires and high-throughput screening technologies to enable discovery of next-generation therapeutics. At the heart of the OmniAb platform is the Biological Intelligence™ (BI) of our proprietary transgenic animals, including OmniRat, OmniChicken and OmniMouse that have been genetically modified to generate antibodies with human sequences to facilitate development of human therapeutic candidates. OmniFlic (transgenic rat) and OmniClic (transgenic chicken) address industry needs for bispecific antibody applications though a common light chain approach, and OmniTaur features unique structural attributes of cow antibodies for complex targets. We believe the OmniAb animals comprise the most diverse host systems available in the industry and they are optimally leveraged through computational antigen design and immunization methods, paired with high-throughput single B cell phenotypic screening and mining of next-generation sequencing datasets with custom algorithms to identify fully human antibodies with superior performance and developability characteristics. An established core competency focused on ion channels and transporters further differentiates our technology and creates opportunities in emerging target classes. OmniAb antibodies have been leveraged across modalities, including bispecific antibodies, antibody-drug conjugates and others. The OmniAb suite of technologies span from BI-powered repertoire generation to cutting edge antibody discovery and optimization offering a highly efficient and customizable end-to-end solution for the growing discovery needs of the global pharmaceutical industry.
Forward-Looking Statements
This news release contains forward-looking statements by OmniAb that involve risks and uncertainties and reflect OmniAb's judgment as of the date of this release. Words such as "plans," "believes," "expects," "anticipates," and "will," and similar expressions, are intended to identify forward-looking statements. These forward-looking statements include: the tax consequences of the transaction; estimated transaction expenses; OmniAb's cash position; the ability to successfully discover, innovate and develop therapeutics and cutting-edge technology; and anticipated contributions by the management team and the board of directors. Actual events or results may differ from OmniAb's expectations due to risks and uncertainties inherent in OmniAb's business, including, without limitation: the anticipated tax treatment of the transaction is not obtained; OmniAb's partners may discontinue or change their strategy or the focus of their development efforts with respect to partnered programs; OmniAb is dependent on their partners' development and commercialization of products which may be less successful than anticipated;; costs and challenges in transitioning to being a stand-alone public company; OmniAb's recent revenues have depended on a limited number of partners; the ability to raise additional capital on acceptable terms, if and when needed; and other risks described in OmniAb's prior press releases and filings with the Securities and Exchange Commission available at www.sec.gov. OmniAb disclaims any intent or obligation to update these forward-looking statements beyond the date of this release. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
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