XOMA Corporation Announces Closing of Tender Offer

Rhea-AI Summary

XOMA successfully completed its tender offer to acquire all outstanding shares of Kinnate Biopharma Inc., offering $2.5879 per share in cash plus a contingent value right. The offer included the right to receive 85% of net proceeds from any out license or sale of Kinnate programs within a year of the merger and 100% of net proceeds from the sale of certain assets to Pierre Fabre Laboratories.

Financial Analyst

The acquisition of Kinnate Biopharma Inc. by XOMA Corporation represents a significant consolidation in the biotechnology sector, with potential implications for shareholder value and investment strategy. The cash payment per share, coupled with the contingent value right (CVR), suggests a strategic move by XOMA to leverage Kinnate's assets, particularly the exarafenib and other pan-RAF program assets. The CVR component is particularly interesting as it ties future payments to the successful monetization of Kinnate's programs, indicating XOMA's confidence in Kinnate's pipeline and its potential to generate revenue.

From an investor's perspective, the tender offer's acceptance rate of approximately 81% reflects strong shareholder support for the transaction. The cessation of trading and the intention to delist Kinnate's shares from Nasdaq is a routine procedure following such acquisitions, marking the end of Kinnate's presence as an independent entity in the public market. Investors should monitor XOMA's performance closely to understand how the integration of Kinnate's assets may impact its financial health and future earnings potential.

Biotechnology Market Analyst

The biotechnology industry often sees acquisitions as a means to rapidly expand product pipelines and integrate innovative technologies. XOMA's acquisition of Kinnate can be seen as part of this broader industry trend. The focus on Kinnate's exarafenib and pan-RAF assets suggests a targeted approach towards oncology treatments, a sector with high growth potential. The structuring of the deal, with a CVR, indicates an outcome-based financial strategy that could be increasingly adopted in biotech mergers and acquisitions.

Analysts should assess the potential market for exarafenib and the pan-RAF inhibitors to estimate the future revenue streams that may result from this acquisition. The deal may also signal consolidation within the biotech sector, which could have implications for competition and innovation. As such, understanding the strategic positioning of XOMA post-merger will be important for stakeholders.

Legal Expert

The legal aspects of this acquisition, involving the representation by Gibson, Dunn & Crutcher LLP for XOMA and Wilson Sonsini Goodrich & Rosati for Kinnate, indicate due diligence in ensuring regulatory compliance and the smooth transition of assets. The CVR is a legal instrument that provides Kinnate shareholders with rights to future proceeds, which is an innovative way to bridge valuation gaps during negotiations and could set a precedent for future biotech M&A activities.

From a legal standpoint, the conversion of non-tendered shares into the right to receive the Offer Price post-merger is a standard procedure that protects the interests of minority shareholders. This acquisition also involves the complexities of intellectual property transfer and potential antitrust considerations, given the consolidation of market-specific assets. It's important for legal teams to navigate these issues effectively to avoid post-transaction disputes and ensure that the merger delivers the intended benefits to both parties and their stakeholders.

Kinnate Stockholders to Receive $2.5879 Per Share in Cash Plus Contingent Value Right

EMERYVILLE, Calif., April 03, 2024 (GLOBE NEWSWIRE) -- 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 Notes
Certain 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

FAQ

What was the price per share offered by XOMA in the tender offer?

XOMA offered $2.5879 per share in cash plus a contingent value right.

What does the contingent value right in the offer entail?

The contingent value right includes the right to receive 85% of the net proceeds from any out license or sale of Kinnate programs within one year of the merger and 100% of the net proceeds from the sale of certain assets to Pierre Fabre Laboratories.

How many shares of Kinnate common stock were tendered and not withdrawn by the Expiration Date?

A total of 38,258,681 shares of Kinnate common stock were validly tendered and not withdrawn by the Expiration Date, representing approximately 81% of the outstanding shares.

What happened to Kinnate common stock after the merger with XOMA ?

Following the merger, Kinnate became a wholly owned subsidiary of XOMA, and all shares of Kinnate common stock that were not tendered were converted into the right to receive the Offer Price.

Who were the advisors involved in the transaction?

XOMA was represented by Gibson, Dunn & Crutcher LLP. Leerink Partners acted as lead financial advisor, while Wilson Sonsini Goodrich & Rosati and Lazard also provided advisory services.