Filed Pursuant to Rule 424(b)(3)
Registration No. 333-123438
Prospectus Supplement No. 3 dated June 28, 2005
(To Prospectus dated May 6, 2005)
XOMA
$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 and June 16,
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 and June 16, 2005) is hereby supplemented with the
information contained in the table set forth below.
------------------------- ------------ ------------ ------------ ---------- ------------ ------------ ------------ -----------
Common
Principal Common Notes Shares
Amount Shares Owned Owned
of Notes Beneficially Percentage After After
Beneficially Percentage Owned Conversion of Common Completion Completion
Owned and of Notes Prior to Shares Shares of of Material
Name Offered Outstanding Offering Offered Outstanding Offering Offering Relationships
(1) (2) (3) (4) (4) (5)
------------------------- ------------ ------------ ------------ ---------- ------------ ------------ ------------ -----------
DE Shaw Investment $500,000 * -- 266,738 * -- -- None
Group, L.L.C.
------------------------- ------------ ------------ ------------ ---------- ------------ ------------ ------------ -----------
DE Shaw Valence $4,500,000 7.5% -- 2,400,640 2.7% -- -- None
Portfolios, L.L.C.
------------------------- ------------ ------------ ------------ ---------- ------------ ------------ ------------ -----------
Radcliffe SPC Ltd. for $3,350,000 5.6% -- 1,787,143 2.0% -- -- None
and on behalf of the
Class A Convertible
Crossover Segregated
Portfolio
------------------------- ------------ ------------ ------------ ---------- ------------ ------------ ------------ -----------
SG Americas Securities, $3,950,000 6.6% -- 2,107,229 2.4% -- -- None
LLC
------------------------- ------------ ------------ ------------ ---------- ------------ ------------ ------------ -----------
_______________
* 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 86,252,640 common shares outstanding as of
June 27, 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.
End of Filing