Ligand offers to acquire Novan for $15M in cash, $15M in financing

Ligand (LGND) announced that it has made an offer to acquire the assets of Novan (NOVN) for $15M in cash and provide up to $15M in DIP financing to Novan inclusive of a $3M bridge loan already funded. Novan announced earlier that it has filed for Chapter 11 reorganization and its entry into a stalking horse acquisition offer with Ligand. The transaction is designed to preserve and maximize the value of Novan’s commercial business and berdazimer gel development assets. Berdazimer gel is in development for molluscum contagiosum infection, which has a filed new drug application with the FDA with an assigned PDUFA goal date of January 5, 2024. Ligand acquired milestone and royalty rights to berdazimer gel in 2019. If Ligand’s bid is the successful bid in the anticipated bankruptcy sale and auction process, Ligand will acquire the Novan assets and consistent with Ligand’s business model, will seek to out license or sell the existing development programs and commercial business assets of Novan. The terms of the proposed transaction are outlined below: Ligand has submitted a $15 million bid to acquire all the assets of Novan, including berdazimer gel, all other programs in development, the NITRICIL drug delivery technology, and the commercial assets of its EPI health business. Subject to court approval, Novan will be able to draw down from the $15M secured DIP loan during the bankruptcy cases and will be repaid through the sale of Novan’s assets. The $15M DIP loan will accrue interest at 12% interest annually and will be subject to a 6% increase in interest should Novan default on its loan agreement. Should the court accept a bid for the assets of Novan from another party, Ligand’s DIP loan will be repaid, and Ligand expects that its milestone and royalty rights will be preserved. The transaction is expected to close in the third quarter of 2023.