Kinnate Biopharma Inc. Enters into Agreement to be Acquired by XOMA Corporation for Between $2.3352 and $2.5879 Per Share in Cash, Plus One Contingent Value Right per Share
February 16 2024 - 8:00AM
Kinnate Biopharma Inc. (Nasdaq: KNTE) (“Kinnate” or the “Company”),
a clinical-stage precision oncology company, today announced it has
entered into a definitive merger agreement (the "Merger Agreement")
whereby XOMA Corporation ("XOMA") will acquire Kinnate for a price
per share of Kinnate common stock ("Kinnate common stock") of
between $2.3352 and $2.5879 in cash, consisting of (i) a base cash
price of $2.3352 per share and (ii) an additional cash amount of up
to $0.2527 per share, plus one non-transferable contingent value
right per share, representing the right to receive (a) 100% of the
net proceeds payable from any disposition of the Company’s
investigational pan-RAF inhibitor, exarafenib, and/or any other
pan-RAF inhibitors prior to the closing of the merger transaction
and (b) 85% of the net proceeds payable from any disposition of
other Kinnate assets entered into prior to, or within one year
from, closing and received within five years of closing pursuant to
a definitive contingent value rights agreement.
Following a thorough review process conducted by a special
committee of disinterested and independent members (the “Special
Committee”) of Kinnate’s Board of Directors (the “Board”), with the
assistance of the Special Committee’s legal and financial advisors,
all disinterested and independent members of the Board unanimously
determined that the acquisition by XOMA is in the best interests of
all Kinnate shareholders, and has, following the unanimous
recommendation of the Special Committee, approved the Merger
Agreement and related transactions.
Pursuant and subject to the terms of the Merger Agreement, a
wholly owned subsidiary of XOMA will commence a tender offer (the
"Offer") by March 4, 2024 to acquire all outstanding shares of
Kinnate common stock. Closing of the Offer is subject to certain
conditions, including the tender of Kinnate common stock
representing at least a majority of the total number of outstanding
shares, the availability of at least $120 million of cash (net of
transaction costs, wind-down costs and other liabilities) at
closing, and other customary closing conditions. Kinnate officers,
directors and shareholders holding approximately 46% of Kinnate
common stock have signed support agreements under which such
parties have agreed to tender their shares in the Offer and support
the merger transaction. The merger transaction is expected to close
in the first half of 2024.
Advisors
Leerink Partners is acting as lead financial advisor and Wilson
Sonsini Goodrich & Rosati is acting as legal counsel to
Kinnate. Lazard is also acting as a financial advisor to
Kinnate.
About Kinnate Biopharma Inc.
Kinnate Biopharma Inc. is a clinical-stage precision oncology
company founded with a mission to inspire hope in those battling
cancer by expanding on the promise of targeted therapies. The
Company concentrates its efforts on addressing known oncogenic
drivers for which there are currently no approved targeted
therapies and to overcome the limitations associated with existing
cancer therapies, such as non-responsiveness or the development of
acquired and intrinsic resistance.
The Company’s lead product candidates are investigational
pan-RAF inhibitor, exarafenib, which targets cancers with BRAF and
NRAS-driven alterations, and investigational FGFR inhibitor,
KIN-3248, which is designed for cancers with FGFR2 and FGFR3
alterations. The Company also has early-stage programs, including a
c-MET inhibitor that targets resistant variants and a brain
penetrant CDK4 selective program. For more information, visit
Kinnate.com and follow the company on LinkedIn to learn about its
most recent initiatives.
Forward Looking Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties. These forward-looking
statements include, without limitation, those regarding Kinnate’s
intention to consummate the merger transaction and other
transactions contemplated by the Merger Agreement, the potential
disposition of exarafenib or other Kinnate assets and the potential
receipt of additional cash by holders of contingent value rights,
XOMA’s intention to commence and complete the Offer, Kinnate
shareholders’ intention to tender their shares of Kinnate common
stock in the Offer and the expected timing of and closing
conditions to the merger transaction. Words such as “believes,”
“anticipates,” “plans,” “expects,” “will,” “potential” and similar
expressions are also intended to identify forward-looking
statements. We have based these forward-looking statements largely
on our current expectations and projections about future events and
trends. Such expectations and projections may never materialize or
may prove to be incorrect. These forward-looking statements are
subject to a number of risks, uncertainties, assumptions and other
factors, including, among other things: implementation of our
strategic plan may be unsuccessful, cause disruptions or create
unintended consequences; operating as a clinical-stage
biopharmaceutical company with a limited operating history; the
timing, progress and results of ongoing and planned preclinical
studies and clinical trials for our current product candidates;
that continued dose escalation in our clinical trials could
increase the risk of the occurrence of adverse events; the
potential for future clinical trial results to differ from initial
results or from our preclinical studies; our ability to timely
enroll a sufficient number of patients in our clinical trials; our
ability to raise additional capital to finance our operations; our
ability to discover, advance through the preclinical and clinical
development of, obtain regulatory approval for and commercialize
our product candidates; the novel approach we are taking to
discover and develop drugs; our ability to timely file and obtain
approval of IND applications for our planned clinical trials;
competition in our industry; regulatory and legal developments in
the United States and other countries; our ability to attract, hire
and retain highly skilled executive officers and employees; our
ability to protect our intellectual property; reliance on third
parties to conduct our ongoing and planned preclinical studies and
clinical trials, and to manufacture our product candidates; general
economic and market conditions; and other risks. These and other
risks, uncertainties, assumptions and other factors are further
described under the heading “Risk Factors” in our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2023 that we have
filed with the Securities and Exchange Commission (the “SEC”), as
well as in our subsequent filings we make with the SEC. New risk
factors emerge from time to time and it is not possible for our
management to predict all risk factors, nor can we assess the
impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in, or implied by, any
forward-looking statements. Investors should not rely upon
forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Our forward-looking statements speak only as of the date of this
release, and except as required by law, we undertake no obligation
to update publicly any forward-looking statements for any reason in
the future.
Additional Information and Where to Find ItThe
Offer described in this release has not yet commenced, and this
release is neither a recommendation, nor an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock
of Kinnate or any other securities. On the commencement date
of the Offer, a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and related documents,
will be filed with the SEC by XOMA and its acquisition subsidiary,
and a Solicitation/Recommendation Statement on Schedule 14D-9 will
be filed with the SEC by Kinnate. The Offer to purchase the
outstanding shares of the common stock of Kinnate will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed as a part of the Schedule
TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A
LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING
THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC
at www.sec.gov or by directing such
requests to the information agent for the Offer, which will be
named in the tender offer statement. Investors and security holders
may also obtain, at no charge, the documents filed or furnished to
the SEC by Kinnate under the “SEC Filings” subsection of the
“Financial Information” section of the Company’s website at
https://investors.kinnate.com/.
Company Contact:Investors@kinnate.com
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