XOMA Corporation Announces Closing of Tender Offer
03 4월 2024 - 10:00PM
XOMA Corporation (NASDAQ: XOMA) (“XOMA” or the “Company”), a
biotechnology royalty aggregator playing a distinctive role in
helping biotech companies achieve their goal of improving human
health, today announced the Company has successfully completed its
previously announced tender offer to acquire all outstanding shares
of Kinnate Biopharma Inc. (NASDAQ: KNTE) common stock for a price
per share of $2.5879 in cash (the “Cash Amount”), plus one
non-tradeable contingent value right (“CVR” and together with the
Cash Amount, the “Offer Price”) representing the right to receive
85% of the net proceeds from any out license or sale of Kinnate
programs effected within one year of closing of the merger and 100%
of the net proceeds resulting from Kinnate’s sale of exarafenib and
other pan-RAF program assets to Pierre Fabre Laboratories, as
announced on March 1, 2024.
The tender offer and related withdrawal rights
expired one minute after 11:59 p.m. Eastern Time on Tuesday, April
2, 2024 (the “Expiration Date”). As of the Expiration Date, a
total of 38,258,681 shares of Kinnate common stock were validly
tendered, and not validly withdrawn, representing approximately 81%
of the outstanding shares of Kinnate common stock as of the
Expiration Date. As of the Expiration Date, the number of
shares validly tendered in accordance with the terms of the tender
offer and not validly withdrawn satisfied the minimum tender
condition, and all other conditions to the tender offer were
satisfied or waived. Immediately after the Expiration Date,
XOMA irrevocably accepted for payment all shares validly tendered
and not validly withdrawn and expects to promptly pay for such
shares.
Following the closing of the tender offer, XOMA
merged Kinnate with and into a subsidiary, XRA 1 Corp. (the
“Merger”), and all shares of Kinnate common stock that had not been
validly tendered were converted into the right to receive the Offer
Price. As a result of the Merger, Kinnate became a wholly
owned subsidiary of XOMA. Prior to the opening of trading on
The Nasdaq Stock Market LLC (“Nasdaq”) on April 3, 2024, all shares
of Kinnate common stock will cease trading on Nasdaq, and Kinnate
intends promptly to cause such shares to be delisted from Nasdaq
and deregistered under the Securities Exchange Act of 1934, as
amended.
Advisors XOMA was represented
by Gibson, Dunn & Crutcher LLP. Leerink Partners acted as
lead financial advisor and Wilson Sonsini Goodrich & Rosati
acted as legal counsel to Kinnate. Lazard also acted as a financial
advisor to Kinnate.
About XOMA Corporation XOMA 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.
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.
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.
Forward-Looking Statements/Explanatory
NotesCertain statements contained in this press release
are forward-looking statements, including statements regarding the
payment and timing of payment of the Offer Price to former Kinnate
common stockholders and the ability and timing of delisting of
Kinnate’s common stock. In some cases, you can identify such
forward-looking statements by terminology such as “anticipate,”
“approximately,” “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 timing of the payment or delisting may be delayed.
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,
which are available on the SEC’s website at www.sec.gov. 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.
XOMA Investor Contact |
XOMA Media Contact |
Juliane Snowden |
Kathy Vincent |
XOMA Corporation |
KV Consulting &
Management |
+1 646-438-9754 |
+1 310-403-8951 |
juliane.snowden@xoma.com |
kathy@kathyvincent.com |
XOMA Royalty (NASDAQ:XOMAO)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
XOMA Royalty (NASDAQ:XOMAO)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024