-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T86V9jlnGxExbd8Sioil+TSU2j33PV2cBRdK7Dtqr3LU5DasQdQMiPwvbBGOEDPS ptoOygJ2quGSRaLHE32O4A== 0000899140-05-001021.txt : 20051116 0000899140-05-001021.hdr.sgml : 20051116 20051116163923 ACCESSION NUMBER: 0000899140-05-001021 CONFORMED SUBMISSION TYPE: DEFN14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051116 FILED AS OF DATE: 20051116 DATE AS OF CHANGE: 20051116 EFFECTIVENESS DATE: 20051116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20720 FILM NUMBER: 051210239 BUSINESS ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 BUSINESS PHONE: 8585507500 MAIL ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFN14A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 DEFN14A 1 t111605a.txt PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [X] CHECK THE APPROPRIATE BOX: [ ] PRELIMINARY PROXY STATEMENT [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [ ] DEFINITIVE PROXY STATEMENT [ ] DEFINITIVE ADDITIONAL MATERIALS [X] SOLICITING MATERIAL PURSUANT TO RULE 14A-12 LIGAND PHARMACEUTICALS INCORPORATED (Name of registrant as specified in its charter) THIRD POINT LLC THIRD POINT OFFSHORE FUND, LTD. THIRD POINT PARTNERS LP THIRD POINT ULTRA LTD. LYXOR/THIRD POINT FUND LTD. THIRD POINT PARTNERS QUALIFIED LP DANIEL S. LOEB JEFFREY R. PERRY BRIGETTE ROBERTS, MD (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: $______ (5) Total fee paid: $_________ [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: EX-1 2 t111505c.txt PRESS RELEASE Date: November 16, 2005 Source: Third Point LLC For Release: Immediately Contact: Georgeson Shareholder Telephone: (888) 293-6729 Third Point LLC to Run Slate of 8 Nominees for Election to the Board of Directors of Ligand Pharmaceuticals Incorporated ------------------------------------------------------------- NEW YORK, NEW YORK, November 16, 2005 - Third Point LLC today released a letter to the stockholders of Ligand Pharmaceuticals Incorporated (the "Company") (OTC: LGND) confirming the entry into a Stipulated Order and Final Judgment with the Company establishing January 31, 2006 as the date for the Company's next stockholders meeting (the "Stockholders Meeting") and announcing its intention to run a slate of eight nominees for election to the Company's Board of Directors at the Stockholders Meeting. The text of the letter follows. * * * * * Third Point LLC is an investment management firm founded in 1995 that serves as investment manager or adviser to a variety of funds and managed accounts. The firm is based in New York, with offices in Los Angeles, Sunnyvale, Hong Kong, and Bangalore and expects to open shortly its London office. * * * * * November 16, 2005 Dear Fellow Ligand Shareholders: As Ligand Pharmaceuticals ("Ligand" or the "Company") recently announced, we have settled our litigation with the Company. Under the settlement, Ligand will be required to hold a meeting of stockholders on January 31, 2006 for the purpose of electing directors. The Company's Board of Directors will set a record date for the meeting, which must be between December 5 and December 15, 2005. Although this settlement resolves an important dispute and finally forces the Company to hold an election of directors, we have not been able to resolve the larger issues - whether Ligand will agree to immediately embark on a process to explore and act on strategic alternatives, and who will control that process. To address these fundamental issues and to avoid a contested election, we had made a proposal to the Company, which expired last Friday afternoon. The centerpiece of our settlement proposal was the addition of three of our nominees to the Board and the immediate creation of a special committee of three directors to pursue strategic alternatives in order to maximize shareholder value. We had proposed that two of our nominees be appointed to the special committee, and, consistent with Delaware law, the special committee would have had broad powers to do its job but would have been required to obtain full Board approval for any proposal involving a merger or similar transaction. In this way, we had hoped to balance our goal of maximizing shareholder value with the current Board's apparent goal of maintaining control of the Company. Given the reasonableness of our compromise proposal, we're concerned that management has become isolated and that Ligand's full Board may not have been fully informed or consulted about the issues we've raised and the proposal we've made. Nonetheless, because management has not accepted our compromise proposal and has failed even to discuss it with us, we will now seek control of the Board at the upcoming election by running a full slate of eight directors at the January meeting. This will allow us to move forward quickly with efforts to maximize shareholder value and will put to rest our lingering doubts about whether the current Board would have favorably received any recommendations made by our proposed special committee. All of our nominees, whom we will name shortly, will be committed to the process of value maximization and to acting in the best interests of Ligand's shareholders. We have been urging management for some time now to explore and act on options to maximize shareholder value. Lately, we have had indications (which may or may not prove accurate) that the Company has quietly made moves in that direction. Given management's resistance to our past calls to explore strategic alternatives, we cannot assure you, and are not ourselves prepared to assume, that management has suddenly become committed in a serious way to such a process. But even if management actually has undergone such a "conversion" (albeit with a proxy contest looming), we think it is nonetheless important that such a process be run by directors who have been committed to that goal from the outset, and that is why we will be proposing nominees for all eight seats on the Company's Board of Directors. One final point: although we will be seeking control of the Company in order to establish or guide a process of exploring and acting on strategic alternatives, we have no intention of making wholesale changes in the Company's personnel or day-to-day operations. We have previously expressed our admiration for the Company's scientific staff, and we continue to view Ligand's employees (other than Messrs. Robinson and Maier) as one of its most significant assets. As the holder of almost 10% of the Company's common stock, we have a very large vested interest in maintaining the great value we see in the Company, and we will make every effort to do so. Sincerely, Third Point LLC Daniel S. Loeb Chief Executive Officer THIRD POINT STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ ITS PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. ANY SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER - 2 - RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN A COPY OF ANY SUCH PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING THIRD POINT'S PROXY SOLICITOR, GEORGESON SHAREHOLDER COMMUNICATIONS INC., AT ITS TOLL-FREE NUMBER: (888) 293-6729, OR AT PROXYINFO@GSCORP.COM. The following persons are anticipated to be, or may be deemed to be, participants in any such proxy solicitation: Third Point LLC, Third Point Offshore Fund, Ltd., Third Point Partners LP, Third Point Ultra Ltd., Lyxor/Third Point Fund Ltd., Third Point Partners Qualified LP, Daniel S. Loeb, Brigette Roberts, MD and Jeffrey R. Perry. Certain of these persons hold direct or indirect interests as follows: Third Point LLC may be deemed to have beneficial ownership over 7,375,000 shares of common stock; Third Point Offshore Fund, Ltd. owns 4,744,300 share of common stock; Third Point Partners LP owns 955,300 shares of common stock; Third Point Ultra Ltd. owns 785,100 shares of common stock; Lyxor/Third Point Fund Ltd. owns 436,400 shares of common stock; and Third Point Partners Qualified LP owns 453,900 shares of common stock. Daniel S. Loeb, as the managing member of Third Point LLC, may be deemed to beneficially own 7,375,000 shares of common stock. Brigette Roberts, MD and Jeffrey R. Perry have no direct or indirect interests, by security holdings or otherwise, required to be disclosed herein, except each such person's interest in being nominated and elected as a director of the Company. - 3 - -----END PRIVACY-ENHANCED MESSAGE-----