OmniAb SPAC Presentation Deck
TRANSACTION SUMMARY
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Transaction Summary
OmniAb, Inc., an antibody discovery business wholly owned by Ligand, has entered into a definitive agreement to
merge with Avista Public Acquisition Corp. II (APAC) (NASDAQ: AHPA), valuing OmniAb at a fully diluted pre-
money equity valuation of $850 million
OmniAb to become an independent publicly traded company
Anchored spin-off transaction is backed with committed capital from Avista and Ligand
Tax-free distribution for existing Ligand shareholders via all SPAC consideration
All-primary transaction will result in gross proceeds of up to $266 million, through a combination of:
APAC's $236 million cash in trust
Avista to invest $15 million at $10.00 per share and provide up to an additional $100 million to backstop redemptions
$15 million contribution from Ligand
Earn-out payable to existing Ligand shareholders of 7.5mm shares @ $12.50 and 7.5mm shares @$15.00
33% of Avista's sponsor shares (1.9 million) subject to earnout at the same thresholds as Ligand shareholders
Closing Expected 2H 2022
($m)
Sources
Note:
APAC Cash
Avista Minimum Commitment
Ligand Contribution
Total
Illustrative Sources & Uses
$236
15
15
$266
Uses
Cash to Balance Sheet
Estimated Transaction Fees
Total
$250
16 (1)
$266
($m, except per share amount)
Pro Forma Enterprise Value
Share Price
Pro Forma Shares Outstanding
Post-Transaction Equity Value
(-Cash)
Pro Forma Enterprise Value
Assumes no redemptions. Excludes impact of 8.2 million Avista warrants and 7.7 million public warrants, each struck at $11.50. Excludes impact of 15.0 million Ligand earnout shares and 1.9 million Avista earnout shares.
Up to 37.5% of Avista's earnout shares are immediately vested pro rata to any utilization of the $100 million backstop facility.
Excludes OmniAb's expenses.
Includes 1.5 million co-investment shares and 3.8 million sponsor shares.
Ligand Shareholders
Illustrative Pro Forma Ownership
APAC Shareholders
Avista Shares
20.3%
4.7%(²)
75.0%
6
$10.00
113.3
$1,133
(250)
$884
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