Filed by Avista Public Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Avista Public Acquisition Corp. II
Commission File No. 001-40720
Date: October 3, 2022
Avista Public Acquisition Corp. II Announces Effectiveness of
Registration
Statement and Sets Date for Extraordinary General Meeting to
Vote on Proposed Business Combination
Extraordinary General Meeting of APAC Shareholders to Vote on
Proposed Business Combination with OmniAb to be Held on
October 24, 2022
NEW
YORK (October 3, 2022) – 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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