OmniAb, Inc. entered into a initial draft of a non-binding letter of intent to acquire Avista Public Acquisition Corp. II (NasdaqCM:AHPA) (APAC) from Avista Capital Holdings, L.P., Polar Asset Management Partners Inc., Citadel Advisors LLC, HGC Investment Management Inc., Beryl Capital Management LLC and others for $850 million on March 8, 2022. OmniAb, Inc. signed a definitive merger agreement to acquire Avista Public Acquisition Corp. II from Avista Capital Holdings, L.P., Polar Asset Management Partners Inc., Citadel Advisors LLC, HGC Investment Management Inc., Beryl Capital Management LLC and others on March 23, 2022. The transaction will be effected through a “Reverse Morris Trust” transaction pursuant to which Ligand intends to distribute 100% of its ownership of OmniAb to Ligand shareholders in a tax-free distribution and simultaneously merge OmniAb as a subsidiary of APAC. The combined company will have an initial pre-money equity valuation of $850 million. In the event that this Agreement is terminated pursuant to Section 9.1(i), concurrently with such termination, Avista Public Acquisition Corp. II shall be obligated to pay Ligand or its designee(s) a termination fee of (i) if terminated within 60 days of the date of this Agreement, $40,000,000, (ii) if terminated between 61 and 120 days after the date of this Agreement, $50,000,000, and (iii) if terminated between 121 and 180 days after the date of this Agreement, $70,000,000, by wire transfer of immediately available funds to an account designated by Ligand in writing. Ligand shall be obligated to pay APAC a termination fee of (i) if terminated within 60 days of the date of the Merger Agreement, $40,000,000, (ii) if terminated between 61 and 120 days after the date of the Merger Agreement, $50,000,000, and (iii) if terminated between 121 and 180 days after the date of the Merger Agreement, $70,000,000. The transaction will result in OmniAb becoming an independent publicly traded company which will be listed on the Nasdaq Global Markets under the ticker symbol “OABI”. Upon the closing of the transaction, Ligand shareholders are expected to own approximately 75% to 84% of the combined company, depending on redemptions. Assuming no redemptions from the SPAC Trust, existing Ligand shareholders will own approximately 75% of the pro forma company, while APAC shareholders will own approximately 20.3% and Avista Capital Partners, APAC's sponsor will own approximately 4.7%. The combined company will be renamed “OmniAb, Inc.”

Upon the closing of the transaction, Avista Capital Partners has agreed to invest up to $115 million of gross cash in the combined company through a $15 million PIPE investment and a $100 million facility to backstop potential redemptions, and Ligand will contribute $15 million, irrespective of the number of redemptions or the Avista Capital Partners contributions. The combination of OmniAb and AHPA is structured to guarantee a minimum of $130 million in gross cash to the combined company at the time of closing, and up to $266 million in the event of no redemptions by APAC shareholders. APAC's shareholders will be eligible to participate in the transaction or to elect redemption of their shares. The combined company will be led by Ligand's President, Matt Foehr as Chief Executive Officer, who will resign from his role as Ligand's President and Chief Operating Officer at closing. Kurt Gustafson has joined the OmniAb management team as Chief Financial Officer. The transaction is subject to customary closing conditions, including receipt of required regulatory approvals and receipt of approval from APAC's shareholders. The Boards of Directors of both APAC and Ligand have unanimously approved the proposed transaction. As of September 30, 2022, AHPA announced today the effectiveness of the Registration Statement on Form S-4 filed with the Securities and Exchange Commission. The shareholders meeting of AHPA is scheduled on October 24, 2022. The transaction has been approved by the APAC shareholders on October 24, 2022. The transaction is expected to close in the second half of 2022. As of April 27, 2022, the Business Combination is expected to be completed in the third quarter of 2022. As of August 8, 2022, the transaction is expected to close in the fourth quarter of 2022.

Credit Suisse is acting as lead capital markets and financial advisor and due diligence provider to OmniAb, Cowen, Stifel, SVB Leerink and Truist Securities are also acting as capital markets and financial advisors to OmniAb, and CJS Securities, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co. and Roth Capital Partners are acting as advisors to OmniAb. Amy M. Rubin, Annemargaret Connolly, Devon Bodoh, Jackie Cohen, Karen N. Ballack, Nicholas J. Pappas, Raymond O. Gietz, Vadim M. Brusser, Steven M. Margolis, John O'Loughlin, Thomas D. Goslin, Timothy C. Welch, Olivia J. Greer, Alexa Chu Clinton and Blake Bitter of Weil, Gotshal & Manges LLP is legal advisor and due diligence provider to APAC. Matthew Bush, Scott Shean, Anthony Gostanian, Alex Cohen, Paul Dudek, Joel Trotter, Holly Bauer, Pardis Zomorodi, Jared Grimley, Steve Chinowsky, Elizabeth Richards, Betty Pang, Heather Deixler, Jason Cruise and Patrick English of Latham & Watkins LLP is legal advisor and due diligence provider to Ligand and OmniAb. Computershare Trust Company, National Association acted as transfer agent to Ligand Pharmaceuticals Incorporated. Mark Zimkind of Continental Stock Transfer & Trust acted as transfer agent to Avista Public Acquisition Corp. II. Avista Public Acquisition Corp. II has agreed to pay D.F. King a fee of $25,000, plus disbursements. Avista Public Acquisition Corp. II engaged Centri Business Consulting, LLC, tax and accounting advisor to Avista, to conduct tax and accounting due diligence on OmniAb. Malk Sustainability Partners acted as ESG due diligence advisor for APAC.

OmniAb, Inc. completed the acquisition of Avista Public Acquisition Corp. II (NasdaqCM:AHPA) (APAC) from Avista Capital Holdings, L.P., Polar Asset Management Partners Inc., Citadel Advisors LLC, HGC Investment Management Inc., Beryl Capital Management LLC and others on November 1, 2022. OmniAb will begin regular-way trading November 2, 2022 on Nasdaq under the stock ticker symbol “OABI.”