XOMA Enters into Agreement to Acquire Kinnate Biopharma for Between $2.3352 and $2.5879 in Cash Per Share Plus a Contingent Value Right
February 16 2024 - 8:00AM
XOMA Corporation (NASDAQ: XOMA) announced today it has entered an
agreement to acquire Kinnate Biopharma Inc. (NASDAQ: KNTE) for (i)
a base cash price of $2.3352 per share (the Base Price) and (ii) an
additional cash amount of not more than $0.2527 per share (together
with the Base Price, the Cash Amount) at the closing of the merger
plus a non-transferable contingent value right (CVR), representing
the right to receive 85% of the net proceeds from any out license
or sale of the Kinnate programs effected within one year of closing
of the merger or 100% of the net proceeds from any out license or
sale executed prior to the closing.
“This acquisition will further add to our sizable cash balance
that resulted from the VABYSMO transaction, as well as potentially
add several programs to our royalty portfolio,” stated Owen Hughes,
Chief Executive Officer of XOMA. “Given our successful
history of out licensing assets and technologies, we will look to
monetize Kinnate’s precision oncology programs to the benefit of
Kinnate and XOMA shareholders alike.”
Following a thorough review process conducted with the
assistance of its legal and financial advisors, Kinnate's Board of
Directors has determined that the acquisition by XOMA is in the
best interests of all Kinnate stockholders and has unanimously
approved the Merger Agreement.
TermsPursuant 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 $120.0
million of cash, net of transaction costs, wind-down costs, and
other liabilities, at closing, and other customary closing
conditions. Immediately following the closing of the tender
offer, Kinnate will merge with a subsidiary of XOMA, and all
remaining shares not tendered in the offer, other than appraisal
shares, will be converted into the right to receive the same cash
and CVR consideration per share as is provided in the tender
offer.
Kinnate shareholders holding approximately 46% of Kinnate common
stock have signed support agreements under which such shareholders
agreed to tender their shares in the Offer and support the merger.
The acquisition is expected to close in April 2024.
AdvisorsXOMA was represented by Gibson, Dunn
& Crutcher LLP.
About XOMA CorporationXOMA is a biotechnology
royalty aggregator playing a distinctive role in helping biotech
companies achieve their goal of improving human health. XOMA
acquires the potential future economics associated with
pre-commercial therapeutic candidates that have been licensed to
pharmaceutical or biotechnology companies. When XOMA acquires
the future economics, the seller receives non-dilutive,
non-recourse funding they can use to advance their internal drug
candidate(s) or for general corporate purposes. The Company
has an extensive and growing portfolio of milestone and royalty
assets (asset defined as the right to receive potential future
economics associated with the advancement of an underlying
therapeutic candidate). For more information about the
Company and its portfolio, please visit www.xoma.com.
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. Kinnate 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.
Kinnate’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. Kinnate 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 on LinkedIn to learn about its most recent
initiatives.
Forward-Looking Statements/Explanatory Notes
Certain statements contained in this press release are
forward-looking statements, including statements regarding the
expected timing and ability to satisfy the conditions required to
close the tender offer, the merger and transactions related to the
Merger Agreement, the ability of XOMA to monetize Kinnate’s
programs for the benefit of XOMA and Kinnate shareholders, and the
ability to achieve any dispositions within the disposition period
under the CVR. In some cases, you can identify such
forward-looking statements by terminology such as “anticipate,”
“approximately,” “look to,” “plan,” “expect,” “may,” “will,”
“could” or “should,” the negative of these terms or similar
expressions. These forward-looking statements are not a
guarantee of XOMA’s performance, and you should not place
undue reliance on such statements. These statements are based
on assumptions that may not prove accurate, and actual results
could differ materially from those anticipated due to certain risks
including the risk that XOMA does not achieve anticipated net cash
after winding down Kinnate’s operations and concluding remaining
clinical trial activities, the risk that XOMA is unable to develop
or otherwise enter into dispositions related to the Kinnate
programs, and risks that the conditions to the closing the merger
in the Merger Agreement are not satisfied. Other potential
risks to XOMA meeting these expectations are described in more
detail in XOMA's most recent filing on Form 10-K and in other
filings with the Securities and Exchange Commission. Any
forward-looking statement in this press release represents XOMA's
beliefs and assumptions only as of the date of this press release
and should not be relied upon as representing its views as of any
subsequent date. XOMA disclaims any obligation to update any
forward-looking statement, except as required by applicable
law.
EXPLANATORY NOTE: Any references to “portfolio” in this press
release refer strictly to milestone and/or royalty rights
associated with a basket of drug products in development. Any
references to “assets” in this press release refer strictly to
milestone and/or royalty rights associated with individual drug
products in development.
Additional Information and Where to Find It The
tender offer for the outstanding shares of Kinnate referenced in
this press release has not yet commenced. This press release
is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares, nor is it a
substitute for the tender offer materials that XOMA and its
subsidiary will file with the SEC. At the time the tender
offer is commenced, XOMA and its subsidiary will file tender offer
materials on Schedule TO, and, thereafter, Kinnate will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer.
The Offer to Purchase, related Letter of Transmittal and certain
other tender offer documents, including Kinnate’s
Solicitation/Recommendation Statement, will contain important
information. Holders of Kinnate common stock are urged to
read these documents carefully when they become available as they
will contain important information. These materials will be
made available to Kinnate common stock holders at no expense upon
request and will be made available for free at the SEC’s website at
www.sec.gov or by accessing the Investor Relations section of the
Company’s website at https://www.investors.xoma.com.
XOMA Investor ContactJuliane SnowdenXOMA
Corporation+1 646-438-9754juliane.snowden@xoma.com |
XOMA Media ContactKathy VincentKV Consulting &
Management+1 310-403-8951kathy@kathyvincent.com |
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