The Life Sciences and Public M&A teams advised Kronos Bio (Nasdaq: KRON) in its definitive merger agreement with Concentra Biosciences 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, 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 (2nd) anniversary of the merger closing date; and (v) 50% of cost savings realized between the second (2nd) anniversary of the merger closing date and the third (3rd) anniversary of the merger closing date, each pursuant to the contingent value rights agreement.
Following a review process conducted with the assistance of its legal and financial advisors, the Kronos Bio Board of Directors has unanimously 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 by May 14, 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.
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, MA.
The Goodwin team was led by Mike Patrone, Amanda Gill, and Stephanie Barbanell, and included Finn Murphy, Mayan Katz, Sarah Bock, Dan Karelitz, Caroline Bullerjahn, Brady Cummins, Simone Waterbury, Rob Lemons, Susan Lee, Kathleen Kean, Matt Cote, Brian Cook, Christina Ademola, Brian Mukherjee, Jesse Fishman, Jacquelyn Watson and Shlomo Gottesman.
For additional details on the merger, please read the press release.