Kronos Bio Enters into Agreement to Be Acquired by Concentra Biosciences for $0.57 in Cash per Share Plus a Contingent Value Right

Rhea-AI Summary

Kronos Bio (NASDAQ: KRON) has announced a definitive merger agreement with Concentra Biosciences, where Concentra will acquire Kronos Bio for $0.57 per share in cash plus a non-tradeable contingent value right (CVR). The CVR includes rights to receive: 50% of net proceeds from KB-9558 and KB-7898 dispositions within 2 years post-closing, 100% of proceeds from KB-0742, lanraplenib and entospletinib dispositions pre-closing, and various percentages of cost savings over three years. The tender offer will commence by May 15, 2025, requiring at least majority shareholder approval and $40.0 million minimum cash at closing. Approximately 27% of shareholders, including officers and directors, have already agreed to tender their shares. The merger is expected to close by mid-2025.

Positive

• CVR agreement provides shareholders potential additional value from future product dispositions and cost savings
• 27% of shareholders, including management, have already committed to the deal
• Deal provides immediate cash value for shareholders in a challenging market

Negative

• Low cash consideration of only $0.57 per share indicates significant company value deterioration
• CVR value is uncertain and dependent on future events
• Minimum cash requirement of $40.0 million could potentially affect deal closure

Insights

M&A Financial Analyst

Kronos Bio's acquisition by Concentra offers minimal immediate cash value ($0.57/share) with additional potential returns through a complex contingent value right structure.

This acquisition deal reveals a transaction structure with two primary components: an immediate $0.57 cash payment per share and a non-tradeable contingent value right (CVR) with multiple potential value streams.

The CVR structure is notably complex, providing shareholders with:

• 50% of net proceeds from any disposition of KB-9558 and KB-7898 occurring within 2 years post-closing
• 100% of net proceeds from any disposition of KB-0742, lanraplenib, and entospletinib that happens before closing
• Varying percentages of cost savings realized at different timeframes: 100% pre-closing, 80% within 2 years post-closing, and 50% between years 2-3 post-closing

The deal's closing requirements include a minimum tender of majority shares and at least $40 million in cash (net of transaction costs and liabilities) at closing. Company insiders holding approximately 27% of shares have already committed to tender, providing substantial initial support toward the majority threshold needed.

This transaction structure shifts considerable value into contingent future payments rather than guaranteed upfront cash. While the Kronos Board determined this deal is in shareholders' best interests after review with advisors, the minimal immediate cash component coupled with future value dependent on specific asset dispositions and cost savings scenarios creates significant uncertainty around the total value shareholders will ultimately realize.

The mid-2025 expected closing timeline suggests a standard regulatory review period without anticipated complications.

Biotechnology Investment Specialist

Concentra acquires Kronos Bio's oncology pipeline with minimal upfront payment, transferring asset value potential to shareholders through contingent rights.

This acquisition reflects the challenging environment for clinical-stage biotech companies, with Kronos Bio—focused on developing small molecule therapeutics for cancers driven by deregulated transcription—being acquired primarily through a contingent value structure rather than significant upfront cash.

The deal's structure creates distinct value categories for Kronos Bio's development pipeline:

• The first tier includes KB-9558 and KB-7898, with shareholders entitled to 50% of potential disposition proceeds within a 2-year window
• The second tier comprises KB-0742, lanraplenib, and entospletinib, with shareholders receiving 100% of proceeds if disposed before closing

This stratification suggests Concentra values these assets differently, with the latter group potentially closer to disposition or partnership opportunities. The press release doesn't specify the development stages of these compounds, making valuation assessment challenging.

The unique cost savings components of the CVR (100% pre-closing, 80% within 2 years, 50% years 2-3) suggest Concentra anticipates operational efficiencies, likely through elimination of redundant functions and research programs.

The $40 million cash threshold requirement indicates Concentra values Kronos Bio's cash position alongside its pipeline assets. The transaction appears designed to preserve development options for the pipeline while providing Kronos shareholders potential upside through the CVR if these assets prove valuable in future transactions.

This deal structure—minimal upfront payment plus CVR—has become increasingly common in biotech acquisitions involving clinical-stage companies with promising but unproven assets.

CAMBRIDGE, Mass., May 01, 2025 (GLOBE NEWSWIRE) -- Kronos Bio, Inc. ("Kronos Bio") (Nasdaq: KRON), a biotechnology company that has been developing small molecule therapeutics to address cancers and other diseases driven by deregulated transcription, today announced that it has entered into a definitive merger agreement (the “Merger Agreement”) with Concentra Biosciences, LLC ( “Concentra”), whereby Concentra will acquire Kronos Bio for $0.57 in cash per share of Kronos Bio common stock (“Kronos Bio Common Stock”), plus one non-tradeable contingent value right ("CVR"), which represents the right to receive: (i) 50% of the net proceeds in the case of a disposition of the Company’s product candidates known as KB-9558 and KB-7898 that occurs within 2 years following closing; (ii) 100% of the net proceeds in the case of a disposition of the Company’s product candidates known as KB-0742, lanraplenib and entospletinib that occurs prior to closing; (iii) 100% of cost savings realized prior to closing; (iv) 80% of cost savings realized between the merger closing date and the second (2^nd) anniversary of the merger closing date; and (v) 50% of cost savings realized between the second (2^nd) anniversary of the merger closing date and the third (3^rd) anniversary of the merger closing date, each pursuant to the contingent value rights agreement (the “CVR Agreement”).

Following a review process conducted with the assistance of its legal and financial advisors, the Kronos Bio Board of Directors has determined that the acquisition by Concentra is in the best interests of all Kronos Bio shareholders and has approved the Merger Agreement and related transactions.

Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer (the “Offer”) by May 15, 2025 to acquire all outstanding shares of Kronos Bio Common Stock. Closing of the Offer is subject to certain conditions, including the tender of Kronos Bio Common Stock representing at least a majority of the total number of outstanding shares (including any shares held by Concentra), the availability of at least $40.0 million of cash (net of transaction costs and other liabilities) at closing, and other customary closing conditions. Kronos Bio officers, directors and their respective affiliates holding approximately 27% of Kronos Bio Common Stock have signed tender and 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 mid-2025.

About Kronos Bio
Kronos Bio is a biopharmaceutical company that has historically focused on the discovery and development of small molecule therapeutics to address deregulated transcription, a hallmark of cancer and autoimmune diseases. Kronos Bio has a research facility in Cambridge, Mass. For more information, visit https://www.kronosbio.com.

Advisors
Goodwin Procter LLP is acting as legal counsel to Kronos Bio and Leerink Partners is acting as sole financial advisor to Kronos Bio. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Kronos Bio’s beliefs and expectations and statements about the Offer, merger, related transactions contemplated by the Merger Agreement and the CVR Agreement (the “Transactions”), including the timing of and closing conditions to the Transactions, and the potential effects of the proposed Transactions on Kronos Bio and the potential payment of proceeds to the Kronos Bio stockholders, if any, pursuant to the CVR Agreement. 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 Kronos Bio’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the risk that the Transactions may not be completed in a timely manner, or at all, which may adversely affect Kronos Bio’s business and the price of its common stock; 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 Kronos Bio stockholders; and other risks and uncertainties discussed in Kronos Bio’s most recent annual report filed with the Securities and Exchange Commission (the “SEC”) as well as in Kronos Bio’s subsequent filings with the SEC. As a result of such risks and uncertainties, Kronos Bio’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. Kronos Bio cautions investors not to unduly rely on any forward-looking statements.

The forward-looking statements contained in this release are made as of the date hereof, and Kronos Bio 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.

Additional Information and Where to Find It

The 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 Kronos Bio 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 Concentra and its acquisition subsidiary, and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Kronos Bio. The Offer to purchase the outstanding shares of the common stock of Kronos Bio 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 Kronos Bio under the “Investors & Media” section of Kronos Bio’s website at https://ir.kronosbio.com/financials-filings/sec-filings.

Contact Information:
Investors:
Denise Powell
denise@redhousecomms.com

Media:
Kelli Perkins
kelli@redhousecomms.com

FAQ

What is the acquisition price for Kronos Bio (KRON) by Concentra Biosciences?

Concentra Biosciences will acquire Kronos Bio for $0.57 in cash per share plus a non-tradeable contingent value right (CVR) that provides additional potential value based on future asset dispositions and cost savings.

When is the Kronos Bio (KRON) acquisition expected to close?

The acquisition is expected to close in mid-2025, with the tender offer commencing by May 15, 2025.

What are the conditions for the Kronos Bio (KRON) merger to close?

Key conditions include tender of majority of outstanding shares, minimum $40.0 million cash at closing (net of costs and liabilities), and other customary closing conditions.

What does the Kronos Bio (KRON) CVR include?

The CVR includes rights to 50% of proceeds from KB-9558 and KB-7898 dispositions within 2 years post-closing, 100% from KB-0742, lanraplenib and entospletinib dispositions pre-closing, and various percentages of cost savings over three years.

How many Kronos Bio (KRON) shareholders have agreed to the merger?

Approximately 27% of shareholders, including officers, directors, and their affiliates, have agreed to tender their shares and support the merger.