Innoviva, Inc. (NasdaqGS:INVA) entered into a definitive merger agreement to acquire La Jolla Pharmaceutical Company (NasdaqCM:LJPC) for approximately $160 million on July 10, 2022. As per the terms of the transaction, Innoviva shall acquire La Jolla at $5.95 per share and an incremental $0.28 per share for additional cash proceeds received in connection with the divestiture of a non-core asset; making the offer price per share of $6.23, with an implied enterprise value of approximately $149 million. On closing, La Jolla will become a wholly owned subsidiary of Innoviva, and shares of La Jolla's common stock will no longer be listed on any public market. Assuming the minimum tender condition is met, any shares not tendered in the tender offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. Under the terms of the merger agreement, Innoviva, through a wholly owned subsidiary, shall commence a tender offer on or before July 25, 2022. La Jolla Pharmaceutical shall pay a termination fee of $7.2 million to Innoviva. The deal is subject to customary closing conditions, including that the number of shares of Common Stock validly tendered and not validly withdrawn, together with any shares of Common Stock beneficially owned by the Parent or any subsidiary of the Parent, equals at least one share more than 50% of all shares of Common Stock then outstanding, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired or been terminated and other customary conditions. The transaction was unanimously approved by the La Jolla and Innoviva boards of directors and is expected to close within 30 business days. As of August 15, 2022, the tender offer commenced on July 25, 2022 and will expire on August 19, 2022. The transaction is expected to close later in the third quarter of 2022. Cowen and Company, LLC is acting as financial advisor and fairness opinion provider to La Jolla and Ryan A. Murr and Branden C. Berns of Gibson, Dunn & Crutcher LLP is acting as its legal advisor. Moelis & Company LLC is acting as financial advisor to Innoviva and Jared Fertman and Russell Leaf of Willkie Farr & Gallagher LLP is acting as legal advisor to Innoviva. Michael Dorf of Shearman & Sterling LLP acted as legal advisor to Cowen and Company, LLC in the transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent and depository bank and D.F. King & Co., Inc. acted as information agent to La Jolla.

Innoviva, Inc. (NasdaqGS:INVA) completed the acquisition of La Jolla Pharmaceutical Company (NasdaqCM:LJPC) for approximately $210 million on August 22, 2022. Under the tender offer which expired August 19, 2022, 21,703,224 Shares were validly tendered representing approximately 87.03% of the outstanding shares. Accordingly, the Minimum Condition has been satisfied and all other conditions to the Offer were satisfied or waived. Promptly after the expiration of the offer, purchaser irrevocably accepted for payment all shares that were validly tendered. Purchaser acquired sufficient shares to complete the merger of La Jolla in accordance with Section 251(h) of the DGCL without a vote of La Jolla's stockholders, with La Jolla surviving as the Surviving Corporation and a wholly-owned subsidiary of Parent. Innoviva and La Jolla effected the merger on August 22, 2022. Additionally, as a consequence of the merger, each share of La Jolla's Series C-12 Convertible Preferred Stock (other than those as to which holders properly exercise dissenters' rights and those owned at the commencement of the tender offer by Innoviva or its affiliates) was automatically converted into the right to receive an amount in cash equal to 1,724.04 times the Offer Price.