Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-123438
(To
Prospectus dated May 6, 2005)
$60,000,000
Principal Amount of
6.50%
Convertible Senior Notes due 2012
and
35,008,536 Common Shares of XOMA Ltd.
Issuable
on Conversion of the Notes
This
document supplements the prospectus dated May 6, 2005, as amended and
supplemented from time to time, relating to the resale by the holders of
convertible senior notes due February 1, 2012 and the common shares issuable
upon conversion of the notes. The information set forth in this prospectus
supplement reflects updates to information previously provided in the prospectus
dated May 6, 2005 and the prospectus supplements dated June 3, 2005, June 16,
2005 and June 28, 2005 and does not reflect any issuance of new securities
by
XOMA Ltd.
This
prospectus supplement is incorporated by reference into, and should be read
in
conjunction with, the prospectus dated May 6, 2005, including any amendments
or
supplements to it. This prospectus supplement is not complete without, and
may
not be delivered or utilized except in connection with, the prospectus dated
May
6, 2005, including any amendments or supplements to it.
The
table of selling security holders contained on pages 48-49 of the
prospectus dated May 6, 2005 (as supplemented by the prospectus supplements
dated June 3, 2005, June 16, 2005 and June 28, 2005) is hereby supplemented
with
the information contained in the table set forth below.
|
Name
|
Principal
Amount
of
Notes
Beneficially
Owned
and
Offered
|
Percentage
of
Notes
Outstanding
|
Common
Shares
Beneficially
Owned
Prior
to
Offering
(1)
|
Conver
sion
Shares
Offered
(2)
|
Percentage
of Common Shares
Outstanding
(3)
|
Notes
Owned
After
Completion
of
Offering
(4)
|
Common
Shares
Owned
After
Completion
of
Offering
(4)
|
Material
Relationships
(5)
|
|
GLG
Market Neutral Fund
|
$1,200,000
|
2.0%
|
—
|
640,170
|
*
|
—
|
—
|
None
|
|
Lyxor/Context
Fund Ltd.
|
$450,000
|
*
|
—
|
240,064
|
*
|
—
|
—
|
None
|
|
Radcliffe
SPC Ltd. for and on behalf of the Class A Convertible Crossover Segregated
Portfolio
|
$2,350,000
|
3.9%
|
—
|
1,253,667
|
1.5%
|
—
|
—
|
None
|
_______________
*
Less
than 1%
(1) Does
not
include common shares issuable upon conversion of the notes.
(2) Represents
common shares issuable upon conversion of the notes that are beneficially owned
and offered by the selling security holder, assuming a conversion ratio of
533.4756 common shares per $1,000 principal amount of notes and a cash payment
in lieu of any fractional share interest. The number of common shares issuable
upon conversion is subject to adjustment as described under “Description of the
Notes—Conversion rights.”
(3)
Percentage
ownership is based on 86,312,712
common
shares outstanding as of January 25, 2005 plus the common shares into which
the
notes of such securityholder may be converted.
(4)
Assumes
that all of the notes and/or all of the common shares into which the notes
are
convertible are sold.
(5)
Includes
any position, office or other material relationship which the selling security
holder has had within the past three years with XOMA Ltd. or any of its
predecessors or affiliates.
Information
concerning the selling security holders may change from time to time and any
changed information will be set forth in additional supplements to the
prospectus if and when necessary. In addition, the conversion rate and,
therefore, the number of common shares issuable upon conversion of the notes,
is
subject to adjustment under certain circumstances.
Investing
in the notes involves risks some of which are described in the “Risk Factors”
section beginning on page 9 of the prospectus.
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