Extraordinary General Meeting of APAC
Shareholders to Vote on Proposed Business Combination with OmniAb
to be Held on October 24, 2022
NEW
YORK, Oct. 3, 2022 /PRNewswire/ -- Avista Public
Acquisition Corp. II (NASDAQ: AHPA) ("APAC") announced today the
effectiveness of the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "SEC") in connection
with the previously announced business combination (the "Business
Combination") between APAC and OmniAb, Inc. ("OmniAb"), a wholly
owned subsidiary of Ligand Pharmaceuticals Incorporated
("Ligand").
APAC also announced that the extraordinary general meeting of
its shareholders (the "Special Meeting") to approve the Business
Combination will be held October 24, 2022 at 10:00 a.m. U.S. Eastern Time, unless postponed or
adjourned to a later date or time. APAC will distribute the
definitive proxy statement/prospectus/information statement and
proxy card to its shareholders of record as of September 1,
2022, the record date for the Special Meeting. If approved by
APAC's shareholders at the Special Meeting, the business
combination is expected to be completed in the fourth quarter of
2022, promptly after satisfaction of the remaining closing
conditions. Following completion of the Business Combination, the
post-closing company will be renamed OmniAb, Inc., and its common
stock and warrants are expected to be listed on the Nasdaq stock
exchange under the tickers "OABI" and "OABIW," respectively.
A link to the definitive proxy statement/prospectus/information
statement can be accessed via the SEC website at www.sec.gov.
APAC shareholders who require assistance completing the proxy card,
additional copies of the proxy materials or have questions
regarding the Special Meeting may contact D.F. King by calling
(888) 887-0082, or banks and brokers can call collect at (212)
269-5550 or by emailing AHPA@dfking.com.
About APAC
APAC is a special purpose acquisition company that completed its
initial public offering in August 2021. APAC was formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or business combination
with one or more businesses. APAC is sponsored by Avista
Acquisition LP II, which was formed for the express purpose of
acting as the sponsor for APAC. Avista Acquisition LP II is an
affiliate of Avista Capital Holdings, L.P. For more information,
please visit www.avistapac.com/ahpac.
About OmniAb®
OmniAb's discovery platform provides pharmaceutical industry
partners access to the 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. It is believed that 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.
About Ligand
Ligand is a revenue-generating biopharmaceutical company focused
on developing or acquiring technologies that help pharmaceutical
companies discover and develop medicines. Its business model
creates value for stockholders by providing a diversified portfolio
of biotech and pharmaceutical product revenue streams that are
supported by an efficient and low corporate cost structure.
Its goal is to offer investors an opportunity to participate in the
promise of the biotech industry in a profitable, diversified and
lower-risk business than a typical biotech company. Its
business model is based on doing what it does best: drug discovery,
early-stage drug development, product reformulation and
partnering. It partners with other pharmaceutical companies
to leverage what they do best (late-stage development, regulatory
management and commercialization) ultimately to generate
revenue. Ligand's OmniAb® technology platform is a
patent-protected transgenic animal platform used in the discovery
of fully human monoclonal and bispecific therapeutic
antibodies. The Captisol platform technology is a
patent-protected, chemically modified cyclodextrin with a structure
designed to optimize the solubility and stability of drugs.
Ligand's Pelican Expression Technology is a robust, validated,
cost-effective and scalable platform for recombinant protein
production that is especially well-suited for complex, large-scale
protein production where traditional systems are not. Ligand
has established multiple alliances, licenses and other business
relationships with the world's leading pharmaceutical companies
including Amgen, Merck, Pfizer, Sanofi, Takeda, Gilead Sciences and
Baxter International. For more information, please visit
www.ligand.com.
Important Information and Where to
Find It
In connection with the Business Combination and the distribution
of Ligand's interests in OmniAb to its shareholders, APAC filed
with the SEC a registration statement on Form S-4 ("Form S-4")
(File No. 333-264525) registering shares of APAC Common Stock,
warrants and certain equity awards and OmniAb filed with the SEC a
registration statement on Form 10 ("Form 10") (File No. 000-56427)
registering shares of OmniAb common stock, respectively. The Form
S-4 filed by APAC includes a proxy statement/prospectus in
connection with the APAC shareholder vote required in connection
with the Business Combination. The Form 10 filed by OmniAb included
portions of the Form S-4 filed by APAC, which will serve as an
information statement/prospectus in connection with the spin-off of
OmniAb. This communication does not contain all the information
that should be considered concerning the Business Combination. This
communication is not a substitute for the registration statements
that OmniAb and APAC filed or will file with the SEC or any other
documents that APAC or OmniAb may file with the SEC, or that APAC,
Ligand or OmniAb may send to stockholders in connection with the
Business Combination. It is not intended to form the basis of any
investment decision or any other decision in respect to the
Business Combination. APAC's shareholders, Ligand's stockholders
and other interested persons are advised to read the preliminary
and, when available, the definitive registration statements, and
documents incorporated by reference therein, as these materials
will contain important information about APAC, OmniAb and the
Business Combination. The proxy statement/prospectus contained in
APAC's Form S-4 will be mailed to APAC's shareholders of record as
of September 1, 2022.
The registration statements, proxy
statement/prospectus/information statement and other documents
(when available) are also available free of charge at the SEC's
website at www.sec.gov or by directing a request to: Avista Public
Acquisition Corp. II, 65 East 55th Street, 18th Floor, New York, NY 10022.
Participants in the
Solicitation
APAC, Ligand and OmniAb, and each of their respective directors,
executive officers and other members of their management and
employees may be deemed to be participants in the solicitation of
proxies from APAC's shareholders in connection with the Business
Combination. Shareholders are urged to carefully read the
preliminary proxy statement/prospectus/information statement
regarding the Business Combination and the final proxy
statement/prospectus/information statement when it becomes
available, because it will contain important information.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of APAC's
shareholders in connection with the Business Combination is set
forth in the registration statement filed with the SEC. Information
about APAC's executive officers and directors and OmniAb's
management and directors also is set forth in the preliminary
registration statements relating to the Business Combination.
No Solicitation or Offer
This communication shall neither constitute an offer to sell nor
the solicitation of an offer to buy any securities, or the
solicitation of any proxy, vote, consent or approval in any
jurisdiction in connection with the Business Combination, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to any
registration or qualification under the securities laws of any such
jurisdictions. This communication is restricted by law; it is not
intended for distribution to, or use by any person in, any
jurisdiction where such distribution or use would be contrary to
local law or regulation.
Forward-Looking
Statements
This news release contains forward-looking statements by APAC
that involve risks and uncertainties and reflect APAC'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 expected timing of the
spin-off of OmniAb and Business Combination and the ability of the
parties to complete the proposed transaction. Actual events or
results may differ from APAC's expectations due to risks and
uncertainties, including those inherent in Ligand and OmniAb's
business, including, without limitation: the Business Combination
may not be completed in accordance with the expected plans or
anticipated timeline or at all and other risks described in APAC's
prior press releases and filings with the Securities and Exchange
Commission available at www.sec.gov.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of APAC's
registration statement on Form S-1 (File No. 333-257177), the
registration statement on Form S-4 (File No. 333-264525), the
registration statement on Form 10 (File No. 000-56427), the
proxy/information statement/prospectus and certain other documents
filed or that may be filed by APAC, Ligand or OmniAb from time to
time with the SEC following the date hereof. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and APAC assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. This caution is made
under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.
Contacts:
Amanda
Heravi, Investor Relations Officer
heravi@avistacap.com
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SOURCE Avista Public Acquisition Corp. II