Kinnate Biopharma Inc. (Nasdaq: KNTE) (“Kinnate” or the “Company”),
a clinical-stage precision oncology company, and Pierre Fabre
Médicament, SAS (“Pierre Fabre Laboratories”), a global player in
oncology, today announced their agreement to the sale of the
Company’s investigational pan-RAF inhibitor, exarafenib, and other
pan-RAF program assets pursuant to the APA entered into by the
parties. The sale of global rights is in furtherance of the
Company’s previously announced exploration of strategic
alternatives.
“We are delighted to partner with Pierre Fabre Laboratories, a
company that brings significant expertise in the global development
and commercialization of targeted therapies in RAF and RAS driven
solid tumors,” said Nima Farzan, Chief Executive Officer of
Kinnate. “The sale of exarafenib and our pan-RAF program assets to
Pierre Fabre will expand the reach of these programs globally,
allowing the promise of targeted therapies for patients with NRAS
driven melanoma and BRAF driven solid tumors to further
develop.”
“Based on the clinical and preclinical data generated to date,
we believe exarafenib may present a best-in-class product profile
as a pan-RAF inhibitor targeting solid tumors such as NRAS mutant
melanoma, for which there are currently no approved targeted
therapies. The addition of exarafenib and other pan-RAF program
assets from Kinnate is complementary to our existing BRAF and MEK
inhibitors portfolio with encorafenib and binimetinib. This
acquisition continues to expand our efforts in precision oncology
and provide us with the opportunity to broaden our reach to
patients in need for targeted therapies in RAF and RAS solid
tumors,” added Francesco Hofmann, Head of Research and Development
for Medical Care at Pierre Fabre Laboratories.
Under the terms of the APA, Pierre Fabre Laboratories has
purchased exarafenib and other pan-RAF assets and will assume 100%
of the ongoing program and costs associated with these assets. In
consideration, Kinnate will receive a total consideration of up to
$31 million, consisting of $500,000 at closing, and a $30.5 million
payment, contingent upon the earlier of the dosing of the first
patient in the first pivotal trial for exarafenib or any other
acquired asset, or the application for an accelerated approval
pursuant to the FDA’s Accelerated Approval Program for exarafenib
or any other acquired asset, or the submission of a marketing
application for regulatory approval for exarafenib or any other
acquired asset. In addition, Pierre Fabre Laboratories will assume
up to $5 million of trade payables for the transferred assets. The
transaction is not subject to closing conditions and closed upon
signing.
As previously announced in connection with Kinnate’s transaction
with XOMA Corporation (“XOMA”), Kinnate stockholders will receive
100% of the net proceeds (after deducting appliable costs,
expenses, taxes or other deductions pursuant to the Contingent
Value Rights Agreement to be entered into in connection with the
proposed transaction with XOMA (the “CVR Agreement”)) payable from
the $30.5 million contingent payment, assuming the closing of the
proposed transaction with XOMA occurs and such proceeds are
received within five years from the closing date thereof, pursuant
to the CVR Agreement. There will be no net proceeds from the
$500,000 closing payment, as such payment will only cover
transaction expenses.
Lazard served as financial advisor to Kinnate, and Wilson
Sonsini Goodrich & Rosati served as legal counsel.
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.
Exarafenib, an investigational pan-RAF inhibitor which targets
cancers with BRAF and NRAS-driven alterations, was one of the
Company’s lead product candidates. The Company’s other lead product
candidate is an 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.
About Pierre Fabre Laboratories
Pierre Fabre Laboratories is a leading French medical and beauty
care company with 4 decades of experience in innovation,
development, manufacturing, and commercialization in oncology. The
company dedicated about 80% of its R&D spendings to oncology in
2022 with a focus on targeted therapies. Its current commercial
portfolio in oncology covers colorectal, breast and lung cancers,
melanoma, hematology, and pre-cancerous skin conditions like
actinic keratosis.
In 2022, Pierre Fabre Laboratories posted 2.7 billion euros in
revenues, 69% of which came from international sales in 120
countries. Established in the South-West of France since its
creation in 1962, the company manufactures 90% of its products in
France and employs some 10,000 people worldwide. The company is
86%-owned by the Pierre Fabre Foundation, a government-recognized
public-interest foundation, and by its own employees through an
international employee stock ownership plan. Pierre Fabre
Laboratories’ sustainability policy has been assessed by the
independent AFNOR Certification body at the "Exemplary" level of
its CSR label (ISO 26 000 standard for sustainable
development).
Further information about Pierre Fabre Laboratories can be found
at www.pierre-fabre.com and on X (formerly Twitter) at
@PierreFabre.
Important Additional Information and Where to Find
It
In connection with the proposed acquisition of Kinnate, XOMA or
its affiliates will commence a tender offer for all of the
outstanding shares of Kinnate (the “Offer”) pursuant to the terms
of an Agreement and Plan of Merger, dated as of February 16, 2024
(the “Merger Agreement”), by and among Kinnate, XOMA, and XRA 1
Corp., a Delaware corporation and a wholly owned subsidiary of
XOMA. The Offer has not yet commenced, and this communication is
neither a recommendation, nor an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
the Company 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 Securities and Exchange Commission (the
“SEC”) by XOMA and its acquisition subsidiary, and a
Solicitation/Recommendation Statement on Schedule 14D-9 will be
filed with the SEC by the Company. The Offer to purchase the
outstanding shares of Common Stock 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 the Company under the “SEC Filings”
subsection of the “Financial Information” section of the Company’s
website at https://investors.kinnate.com/.
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking statements,
including, but not limited to, statements regarding the intended
effect of the transaction on Pierre Fabre Laboratories’ future
activities; statements by the Company’s Chief Executive Officer and
Pierre Fabre Laboratories’ Head of Research and Development for
Medical Care; the consideration to be received by the Company under
the APA; the liabilities to be assumed by Pierre Fabre Laboratories
under the APA; the Company’s beliefs and expectations and
statements about the CVR Agreement; and the potential payment of
proceeds to the Company’s stockholders, if any, pursuant to the APA
and the CVR Agreement, including with respect to any net proceeds
or contingent payments related to exarafenib or any other pan-RAF
asset under the APA. These statements may be identified by their
use of forward-looking terminology including, but not limited to,
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“goal,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” and “would,” and similar
words expressions are intended to identify forward-looking
statements. Forward-looking statements are neither historical facts
nor assurances of future performance and involve risks and
uncertainties that could cause actual results to differ materially
from those projected, expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not
limited to: the possibility that various closing conditions set
forth in the Merger Agreement may not be satisfied or waived,
including uncertainties as to the percentage of the Company’s
stockholders tendering their shares in the Offer; the possibility
that competing offers will be made; the Company’s ability to retain
key personnel; the risk that the Offer, the merger of Merger Sub
with and into the Company and the other transactions contemplated
by the Merger Agreement and the CVR Agreement (collectively, the
“Transactions”) may not be completed in a timely manner, or at all,
which may adversely affect the Company’s business and the price of
its common stock; significant costs associated with the proposed
Transactions; the risk that any stockholder litigation in
connection with the Transactions may result in significant costs of
defense, indemnification and liability; the risk that activities
related to the CVR Agreement may not result in any value to the
Company’s stockholders; and other risks and uncertainties discussed
in the Company’s most recent annual and quarterly reports filed
with the SEC as well as in the Company’s subsequent filings with
the SEC. As a result of such risks and uncertainties, the Company’s
actual results may differ materially from any future results,
performance or achievements discussed in or implied by the
forward-looking statements contained herein. There can be no
assurance that the proposed Transactions will in fact be
consummated. The Company cautions investors not to unduly rely on
any forward-looking statements.
The forward-looking statements contained in this communication
are made as of the date hereof, and the Company undertakes no
obligation to update any forward-looking statements, whether as a
result of future events, new information or otherwise, except as
expressly required by law. All forward-looking statements in this
document are qualified in their entirety by this cautionary
statement.
Kinnate
Contact: Investors@kinnate.com
Pierre Fabre Laboratories Media
Contact: Laurence Marchal +33 7 88 88 54
47 laurence.marchal@pierre-fabre.com
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