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| LGND > SEC Filings for LGND > Form 8-K on 6-Nov-2009 | All Recent SEC Filings |
6-Nov-2009
Entry into a Material Definitive Agreement, Financial Statements and E
As previously announced, on August 23, 2009, Ligand Pharmaceuticals Incorporated ("Ligand") entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Neurogen Corporation, a Delaware corporation ("Neurogen") and Neon Signal, LLC, a direct wholly-owned subsidiary of Ligand ("Merger Sub"). Under the Merger Agreement, Ligand would acquire Neurogen pursuant to a reverse triangular merger, whereby Merger Sub would merge with and into Neurogen, with Neurogen as the surviving corporation (the "Merger").
As previously announced, the Merger Agreement was amended on September 18, 2009 by an Amendment to Agreement and Plan of Merger to clarify the definition of the defined term "Target Net Cash Amount."
On November 2, 2009, Ligand, Neurogen and Merger Sub entered into Amendment No. 2 to Agreement and Plan of Merger, amending the Merger Agreement by changing the defined term "Outside Date" to mean December 24, 2009.
Additional Information and Where to Find It
The SEC has declared effective Ligand's Registration Statement on Form S-4, which includes a proxy statement of Neurogen and other materials relevant to the proposed merger and related transactions. The Registration Statement and related Neurogen proxy statement, and any other documents filed by Ligand or Neurogen with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Ligand by going to Ligand's Investor Relations website page at www.ligand.com.
The following exhibits are attached to this Current Report on Form 8-K:
(d) Exhibits.
Exhibit
No. Description
10.1 Amendment to Agreement and Plan of Merger, by and among Ligand Pharmaceuticals Incorporated, Neurogen Corporation, and Neon Signal, LLC, dated September 18, 2009
10.2 Amendment No. 2 to Agreement and Plan of Merger, by and among Ligand Pharmaceuticals Incorporated, Neurogen Corporation, and Neon Signal, LLC, dated November 2, 2009
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