In SPAC news this week, Ligand announced plans to spin off the company's OmniAb business through a merger with Avista Public Acquisition. Meanwhile, HUB Security is also going public through a deal with Mount Rainier Acquisition.
Ligand to Spin-Off OmniAb Business
Ligand Pharmaceuticals (LGND) announced the signing of a definitive merger agreement with Avista Public Acquisition Corp. II (AHPA), a publicly traded special purpose acquisition company providing for the spin-off of OmniAb, Ligand's antibody discovery business, immediately followed by a merger with a newly formed subsidiary of APAC.
The combined company will be led by Ligand's President, Matt Foehr, and will be renamed OmniAb. Upon the closing of the transaction, Avista Capital Partners, APAC's sponsor and a leading private equity firm focused on the healthcare industry, has agreed to invest up to $115 million in the combined company, and Ligand will contribute $15 million. The combined company will have an initial pre-money equity valuation of $850 million.
The transaction will be effected through a “Reverse Morris Trust” transaction pursuant to which OmniAb will be spun-off to Ligand’s shareholders and simultaneously merged as a subsidiary of APAC. The transaction is expected to be tax-free to Ligand and its shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.
Upon the closing of the transaction, Ligand shareholders are expected to own approximately 75% to 84% of the combined company, depending on redemptions, which will be listed on the Nasdaq Global Markets under the ticker symbol 'OABI.' The transaction is expected to close in the second half of 2022.
HUB Security to Become Publicly Traded
HUB Cyber Security, a Tel-Aviv based developer of Confidential Computing cybersecurity solutions and services, and Mount Rainier Acquisition Corp. (RNER), a U.S. publicly traded special purpose acquisition company, announced that they have entered into a definitive business combination agreement.
Upon closing of the proposed transaction, the combined company will operate under the "HUB Security" name and is expected to be listed on Nasdaq under the new ticker symbol 'HUBC.' The combined company will have an estimated pro forma enterprise valuation of approximately $1.28 billion.
HUB shareholders will retain 100% of their existing equity holdings and are expected to own approximately 81% of the combined company on a non-fully diluted basis immediately following the closing of the proposed transaction, assuming no redemptions by Mount Rainier Acquisition Corp.'s public stockholders. The proposed transaction is expected to close in the third quarter of 2022.
Lanvin Group Going Public
Lanvin Group, a global luxury fashion group, and Primavera Capital Acquisition (PV) announced they have entered into a definitive business combination agreement that is expected to list Lanvin Group on the New York Stock Exchange under the ticker symbol 'LANV.'
PV is a special purpose acquisition company listed on The New York Stock Exchange and is also an affiliate of Primavera Capital, a global investment firm with over $17B of assets under management. The transaction values Lanvin Group at a pro forma enterprise value of $1.5 billion, with a combined pro forma equity value of up to $1.9 billion.
Thunder Bridge, Coincheck Merger
Coincheck and Thunder Bridge Capital Partners IV, Inc. (THCP), a special purpose acquisition company, announced they have entered into a definitive agreement for a business combination that would result in the combined entity being a publicly listed holding company, domiciled in the Netherlands, with Coincheck as its wholly-owned subsidiary.
Upon closing of the transaction, the resulting holding company will be named Coincheck Group and expects to be listed on the Nasdaq Global Select Market under the ticker symbol 'CNCK.'
Headquartered in Tokyo, Coincheck operates one of the largest multi-cryptocurrency marketplaces and digital asset exchanges in Japan and is regulated by Japan's Financial Services Agency.
Coincheck is a leader in the Japanese cryptocurrency industry, operating a platform with the largest number and most diverse array of coins in Japan. Coincheck is increasing Japanese customers' access to innovative digital products and solutions beyond cryptocurrencies, and seeks to unlock the ability for Japanese customers and institutions to transact and to establish a presence in this rapidly-growing market.
The proposed transaction represents a transaction value of approximately $1.25 billion.
Tailwind Two Acquisition, Terrain Orbital Combination
Tailwind Two Acquisition Corp. (TWNT), a publicly traded special purpose acquisition company, announced that shareholders of record as of Feb. 4 approved the previously announced business combination with Terran Orbital Corporation, a small satellite manufacturer primarily serving the United States aerospace and defense industry, supported by over 94% of the shares of Tailwind Two voted at the extraordinary general meeting of shareholders held on March 22.
Pursuant to the business combination, at the closing, Terran Orbital will combine with Tailwind Two and the combined company's name will be Terran Orbital. Following the closing, Terran Orbital's common stock and warrants are expected to trade on the New York Stock Exchange under the ticker symbols 'LLAP' and 'LLAPWS,' respectively.
Analyst Coverage
On March 23, Northland analyst Michael Latimore initiated coverage of Global SPAC Partners (GLSPU) - which has entered into a business combination agreement to bring Gorilla Technology public - with an Outperform rating and $13 price target.
The combined company will be called Gorilla and is expected to be publicly listed on Nasdaq under the symbol 'GRRR' following the closing of the transaction, which is expected late in the first quarter of 2022. Gorilla Technology is a provider of visual edge AI technologies that help companies and governments automate the recognition of people and vehicles and their actions, Latimore noted.
On March 21, Northland analyst Tim Chiang initiated coverage of Oaktree Acquisition Corp. II (OACB) - which has announced a deal to merge with biosimilars-focused biotech company Alvotech - with an Outperform rating and $15 price target. Alvotech, founded in 2013 in Iceland, is a vertically integrated platform company focused exclusively on developing and manufacturing biosimilar medicines.
The combined company's securities are expected to be traded on NASDAQ under the symbol 'ALVO.' Alvotech's lead pipeline candidate, AVT02, is a biosimilar to AbbVie's (ABBV) Humira, the best selling drug in the U.S., and a July 2023 launch is expected to occur with Alvotech recently settling its legal dispute with AbbVie, Chiang told investors.
SPAC IPOs This Week
- RF Acquisition (RFAC) opened on March 24 at $10.04. "We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us," the company said.
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