Company’s Profile:

Kinnate Biopharma Inc. is a clinical-stage precision oncology firm established with the overarching goal of instilling hope in individuals grappling with cancer through the advancement of targeted therapies. Focused on identified oncogenic drivers lacking approved targeted treatments, the company endeavors to surmount the constraints linked with current cancer therapies, including ineffectiveness or the emergence of acquired and intrinsic resistance.

Acquisition Agreement:

On February 16, 2024, Kinnate Biopharma Inc. (Nasdaq: KNTE) ("Kinnate" or the "Company"), a clinical-stage precision oncology entity, disclosed the execution of a definitive merger agreement ("Merger Agreement") with XOMA Corporation ("XOMA"). This agreement outlines XOMA's acquisition of Kinnate at a per-share price of Kinnate common stock ("Kinnate common stock") ranging between USD 2.3352 and USD 2.5879 in cash. The specified price comprises a base cash component of USD 2.3352 per share along with an additional cash amount of up to USD 0.2527 per share. Additionally, each share includes one non-transferable contingent value right, offering entitlement to (a) 100% of the net proceeds from any divestment of Kinnate's investigational pan-RAF inhibitor, exarafenib, and/or other pan-RAF inhibitors before the merger's closure, and (b) 85% of the net proceeds from any divestment of other Kinnate assets executed before or within one year from the closure, received within five years post-closure under a definitive contingent value rights agreement.

Approval and Recommendation

A specialized committee of impartial and autonomous members ("Special Committee") of Kinnate's Board of Directors ("Board"), aided by legal and financial advisors, meticulously evaluated the proposition. Subsequently, the disinterested and independent Board members unanimously concluded that XOMA's acquisition is conducive to the interests of all Kinnate shareholders. Upon the Special Committee's unanimous recommendation, the Board endorsed the Merger Agreement and associated transactions.

Transaction Execution

In accordance with the Merger Agreement's stipulations, a wholly owned XOMA subsidiary will initiate a tender offer ("Offer") by March 4, 2024, targeting all outstanding shares of Kinnate common stock. The Offer's completion hinges on several conditions, including the tender of Kinnate common stock constituting at least a majority of the total outstanding shares, the availability of a minimum of USD 120 million in cash (net of transaction expenses, wind-down expenses, and other obligations) upon closure, and standard closing conditions. Notably, Kinnate officers, directors, and shareholders, collectively holding approximately 46% of Kinnate common stock, have entered into support agreements, pledging to tender their shares in the Offer and back the merger transaction. Anticipated to finalize in the first half of 2024, the merger transaction promises to bring significant strategic implications for both entities involved.