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Exhibit 17(d)
STOCK PURCHASE OPTION NOTICE OF EXERCISE MATERIALS
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[LIGAND LETTERHEAD]
LIGAND PHARMACEUTICALS INCORPORATED
9393 TOWNE CENTER DRIVE
SAN DIEGO, CALIFORNIA 92121
September 24, 1997
To the Holders of Callable Common Stock of
Allergan Ligand Retinoid Therapeutics, Inc.:
Ligand Pharmaceuticals Incorporated ("Ligand") has exercised its Stock
Purchase Option, granted to it under the Amended and Restated Certificate of
Incorporation of Allergan Ligand Retinoid Therapeutics, Inc. ("ALRT"), to
purchase all of the issued and outstanding shares of Callable Common Stock,
$.001 par value per share, of ALRT (the "Callable Common Stock") at an exercise
price of $21.97 (the "Exercise Price") for each outstanding share of Callable
Common Stock. Upon surrender of your certificates representing shares of
Callable Common Stock in accordance with the instructions referred to herein,
payment shall be made with a combination of cash and shares of Ligand Common
Stock, or at Ligand's option, all cash.
Enclosed is a formal Notice of Exercise and a Letter of Transmittal to use
in surrendering the certificates representing your shares of Callable Common
Stock for payment in the form of cash and certificates representing shares of
Ligand Common Stock. The Letter of Transmittal contains instructions that you
should read and follow carefully. Please make sure it is properly completed,
signed and dated. Your shares of Callable Common Stock were issued as part of a
Unit comprised of one share of Callable Common Stock and a Warrant to purchase
two shares of Ligand Common Stock. Please separate the certificate(s)
representing the shares of Callable Common Stock from the certificate(s)
representing the Warrant(s) if this has not been previously done.
You may submit your certificates representing shares of Callable Common
Stock and your Letter of Transmittal either by mail or by hand at the addresses
set forth in the Letter of Transmittal. The method of delivery of stock
certificates is at your option and risk. If sent by mail, it is strongly
recommended that certificates be sent by registered mail, properly insured, with
return receipt requested.
If you have any questions regarding how to surrender your stock
certificates for payment, or if you need additional copies of the Letter of
Transmittal, please contact the Payment Agent, ChaseMellon Shareholder Services,
L.L.C., at 888-216-8061. Questions related to Notice of Exercise should be
directed to Ligand Investor Relations request line 619-550-7700.
Sincerely
/s/ DAVID E. ROBINSON
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David E. Robinson
President and Chief Executive
Officer
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NOTICE OF EXERCISE OF STOCK PURCHASE OPTION
This Notice of Exercise of Stock Purchase Option shall constitute notice of
the intent of Ligand Pharmaceuticals Incorporated ("Ligand") to exercise the
Stock Purchase Option (as defined in Article V of the Amended and Restated
Certificate of Incorporation of Allergan Ligand Retinoid Therapeutics, Inc. (the
"Certificate")). Defined terms not otherwise defined herein shall have the
meanings given them in the Certificate.
1. The Stock Purchase Option Exercise Price, as determined pursuant to
Section 5.2 of the Certificate, shall be $21.97 per share of
outstanding Callable Common Stock, for an aggregate Stock Purchase
Option Exercise Price of $71,402,500.
2. 35 percent, or $7.69 of the Stock Purchase Option Exercise Price, shall
be paid in cash.
3. 65 percent, or $14.28 of the Stock Purchase Option Exercise Price,
shall be paid in shares of Ligand Common Stock.
4. -0- percent, or $ -0- of the Stock Purchase Option Exercise Price,
shall be paid in shares of Allergan Common Stock.
5. Notwithstanding the foregoing, and in accordance with the terms of
Article V of the Certificate of Incorporation, Ligand reserves the
right to make payment of a greater amount of the Stock Purchase Option
Exercise Price in cash than set forth herein.
6. The Record Date shall be October 14, 1997.
7. The Stock Purchase Closing Date shall be November 3, 1997, or such
other date as permitted under the last sentence of Section 5.6 of the
Certificate.
8. Holders of shares of Callable Common Stock may obtain payment of the
Stock Purchase Option Exercise Price for their shares of Callable
Common Stock from the Payment Agent, as set forth on Exhibit A attached
to this Notice.
9. Questions related to this Notice of Exercise should be directed to
Ligand Investor Relations request line 619-550-7700. Payment Agent will
assist you regarding the completion of Letter of Transmittal, if
necessary.
A registration statement relating to the shares of Ligand Common Stock to
be issued on the Stock Purchase Closing Date will be filed with the Securities
and Exchange Commission but has not yet become effective. These securities may
not be sold nor may offers be accepted prior to the time the registration
statement becomes effective. This Notice of Exercise of Stock Purchase Option
shall not constitute an offer to sell nor the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Dated: September 24, 1997
/s/ DAVID E. ROBINSON
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David E. Robinson, President
Ligand Pharmaceuticals Incorporated
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LETTER OF TRANSMITTAL TO ACCOMPANY SHARES OF
ALLERGAN LIGAND RETINOID THERAPEUTICS, INC.
CALLABLE COMMON STOCK, PAR VALUE $.001 PER SHARE
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DESCRIPTION OF SHARES SURRENDERED
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IF THERE IS ANY ERROR IN THIS NAME AND REGISTRATION ADDRESS
SHOWN BELOW, PLEASE MAKE THE NECESSARY CORRECTIONS CERTIFICATE NO(S) NUMBER OF SHARES
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TOTAL
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NOTE: If your certificate(s) has been lost, stolen, misplaced or mutilated,
contact the Payment Agent at 1-888-216-8061. See Instruction 5.
Please issue my new certificate and/or check in the name shown above and
deliver such check to the address reflected above unless instructions are given
in the boxes below:
Mail or deliver this Letter of Transmittal, or a facsimile, together with
the certificate(s) representing your shares to ChaseMellon Shareholder Services,
L.L.C., the Payment Agent, at one of the following addresses. Your stock and/or
cash entitlement is described in the accompanying notice.
ChaseMellon Shareholder Services, L.L.C.
BY HAND BY MAIL BY OVERNIGHT DELIVERY
120 Broadway, 13th. Fl. Post Office Box 3305 85 Challenger Road -- Mail Drop-Reorg
New York, NY 10271 South Hackensack, NJ 07606 Ridgefield Park, NY 07660
ATTN: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
TELEPHONE
1-888-216-8061
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 ON THE REVERSE HEREOF)
Complete only if new certificate and/or check is to be issued in a name which
differs from the name on the surrendered certificate(s).
Name_____________________________________
Address__________________________________
(Please also complete Substitute Form W-9 on the reverse AND see instructions
regarding signature guarantee.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 ON THE REVERSE HEREOF)
Complete only if new certificate and/or check is to be mailed to some address
other than the address reflected above.
Name____________________________________
Address_________________________________
SIGNATURE(S) REQUIRED
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AGENT)
Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on stock
certificate(s) or on a security position listing. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
acting in a fiduciary or representative capacity, or other person please set
forth full title. See Instructions 2, 3 and 4.
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REGISTERED HOLDER
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REGISTERED HOLDER
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TITLE, IF ANY
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DATE:_____________ PHONE NO.: ________________
SIGNATURE(S) GUARANTEED
(IF REQUIRED)
Unless shares are surrendered by the registered holder(s) or for the account of
a member of a "Signature Guarantee Program ("STAMP"), Stock Exchange Medallion
Program ("SEMP") or New York Stock Exchange Medallion Signature Program ("MSP")
(an "Eligible Institution") signature(s) must be guaranteed by an Eligible
Institution. See Instruction 3.
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(AUTHORIZED SIGNATURE)
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(NAME OF FIRM)
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(ADDRESS OF FIRM -- PLEASE PRINT)
NOTE: YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 ON THE REVERSE HEREOF.
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INSTRUCTIONS FOR SURRENDERING CERTIFICATES
1. Method of Delivery: Your old certificate(s) and the Letter of Transmittal
must be sent or delivered to the Payment Agent. The method of delivery of
Certificates to be surrendered to the Payment Agent at one of the addresses set
forth on the front of the Letter of Transmittal is at the option and risk of the
surrendering stockholder. Delivery will be deemed effective only when received.
If the certificate(s) are sent by mail, registered mail with return receipt
requested, properly insured, is suggested. A return envelope is enclosed.
2. New Certificate and/or check is issued to registered holder: If the new
certificate and/or check is issued in the same name as the surrendered
certificate is registered, the Letter of Transmittal should be completed and
signed exactly as the surrendered certificate is registered. Do not sign the
Certificate(s). If any Certificate surrendered hereby is owned by two or more
joint owners, all such owners must sign this Letter of Transmittal exactly as
written on the face of the certificate(s). If any shares are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations.
3. New Certificate and/or check is issued to another person. Except as
otherwise provided below, signatures on this Letter of Transmittal must be
guaranteed by a firm that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents' Medallion Program (each an "Eligible Institution"). Signature
guarantees are not required if the certificate(s) surrendered herewith are
submitted by the registered owner of such shares who has not completed the
section entitled "Special Issuance Instructions" or for the account of an
Eligible Institution. If the surrendered certificates are registered in the name
of a person other than the signer of this Letter of Transmittal, or if issuance
is to be made to a person other than the signer of this Letter of Transmittal,
or if the issuance is to be made to a person other than the registered owner or
owners, then the surrendered certificates must be endorsed or accompanied by
duly executed stock powers, in either case signed exactly as the name or names
of the registered owner or owners appear on such certificates or stock powers,
with the signatures on the certificates or stock powers guaranteed by an
Eligible Institution as provided herein.
4. Special Issuance and Delivery Instructions: Indicate the name and address
to which the new certificate and/or check is to be sent if different from the
name and/or address of the person(s) signing this Letter of Transmittal.
5. Letter of Transmittal Required, Surrender of Certificate(s), Lost
Certificate(s): You will not receive your new certificate and/or check unless
and until you deliver this Letter of Transmittal, properly completed and duly
executed, to the Payment Agent, together with the certificate(s) evidencing your
shares and any required accompanying evidences of authority. If your
certificates have been lost, stolen, misplaced or mutilated, contact the Payment
Agent for instructions at 1-888-216-8061 prior to submitting your certificates
for exchange.
6. Substitute Form W-9: Each stockholder who surrenders one or more
certificates is required to provide the Payment Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is
attached. Failure to provide the information on the form may subject the
surrendering stockholder to 31% federal income tax withholding on the payment of
any cash consideration due for the former shares evidenced by the certificate(s)
surrendered. The words "Applied For" should be written in the space for the TIN
in Part III of the form if the surrendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future. If the words "Applied For" are written in Part III and the Payment Agent
is not provided with a TIN within 60 days, the Payment Agent will withhold 31%
on all payments to such surrendering stockholders of any cash consideration due
for their former shares until a TIN is provided to the Payment Agent.
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IMPORTANT TAX INFORMATION
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WHAT TAXPAYER IDENTIFICATION NUMBER TO GIVE THE PAYMENT AGENT
The registered holder or transferee(s), if any, is required to give the
Payment Agent the social security number or employer identification number of
the registered holder of the certificate(s). If the certificate(s) are in more
than one name or are in the name of the actual owner, consult the enclosed Form
W-9 guidelines for additional guidance on which number to report.
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PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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SUBSTITUTE PART I -- PLEASE PART III -- Social Security
PROVIDE YOUR TIN IN Number OR Employer
FORM W-9 THE BOX AT RIGHT AND Identification Number
CERTIFY BY SIGNING
AND DATING BELOW ----------------------------
DEPARTMENT OF THE TREASURY (If awaiting TIN write
INTERNAL REVENUE SERVICE "Applied For")
PAYER'S REQUEST FOR TAXPAYER PART II -- For Payees exempt from backup
IDENTIFICATION NUMBER (TIN) withholding, see the enclosed Guidelines for
AND CERTIFICATION Certification of Taxpayer Identification Number
on Substitute Form W-9 and complete as
instructed therein.
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CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The Number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends,
or the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do no not cross out item (2). (Also see instructions on
the enclosed Guidelines)
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SIGNATURE DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Center or Social Security Administration Office or (2) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a TIN by the time of payment, 31% of all payments made to
me thereafter will be withheld until I provide a number.
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Signature Date