As previously announced on February 16, 2024, XOMA Corporation (("XOMA" or the "Company", NASDAQ:XOMA) entered into a merger agreement to acquire Kinnate Biopharma Inc. (("Kinnate", NASDAQ:KNTE) for (i) a base cash price per share of Kinnate common stock of $2.3352 per share and (ii) an additional cash amount of not more than $0.2527 per share (together with the base price, the Cash Amount), plus one non-tradeable contingent value right ("CVR") 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 from any out license or sale executed prior to the closing. On March 4, 2024, XOMA commenced a tender offer to acquire all outstanding shares of Kinnate common stock ("the Offer").
Pursuant to the terms of the Merger Agreement, based upon Kinnate's estimated calculation of cash, net of transaction costs, wind-down costs and other liabilities at closing, the additional cash amount has been determined to be the maximum $0.2527 per share. Therefore, the Cash Amount that Kinnate stockholders will receive in the Offer is $2.5879 per share.
Additionally, XOMA has extended the Offer's expiration date, so that the Offer and related withdrawal rights will expire at one minute after 11:59 p.m. Eastern time on April 2, 2024, unless the expiration date is further extended in accordance with the terms of the Merger Agreement.
Stockholders who previously have tendered their shares do not need to re-tender their shares or take any other action in response to the determination of the additional cash amount or extension of the Offer. As previously announced, Kinnate stockholders holding approximately 46% of Kinnate common stock have signed support agreements to tender their shares in the Offer prior to the expiration date and support the merger.
The 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. Promptly following the closing of the Offer, Kinnate will merge with and into a wholly owned subsidiary of XOMA, and all remaining shares not tendered in the Offer, other than shares held in treasury by Kinnate or shares owned by a stockholder who was entitled to and properly demanded appraisal of such shares pursuant to Delaware law, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the Offer. The acquisition is expected to close in April 2024.