XOMAP - XOMA Enters into Agreement to Acquire Kinnate Biopharma for Between $2.3352 and $2.5879 in Cash Per Share Plus a Contingent Value Right | Benzinga
EMERYVILLE, Calif., Feb. 16, 2024 (GLOBE NEWSWIRE) -- 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.
Terms
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 $120.0 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 ...