공시 • Jun 21
Concentra Biosciences, LLC completed the acquisition of Kronos Bio, Inc. (NasdaqGS:KRON).
Concentra Biosciences, LLC entered into a definitive merger agreement to acquire Kronos Bio, Inc. (NasdaqGS:KRON) for $35 million on May 1, 2025. 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 (2nd) anniversary of the merger closing date; and (v) 50% of cost savings realized between the second anniversary of the merger closing date and the third (3rd) anniversary of the merger closing date, each pursuant to the contingent value rights agreement (the “CVR Agreement”). 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. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a superior proposal, the Company will be required to pay Concentra a termination fee of $1.4 million. If Concentra terminates the Merger Agreement due to the Company having Closing Net Cash of less than $40.0 million, the Company will be required to pay to Concentra an expense reimbursement fee up to a maximum amount of $0.5 million.
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. 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. Concentra board of directs has approved the transaction. The merger transaction is expected to close mid-2025. The Offer expired one minute after 11:59 p.m. Eastern Time on Wednesday, June 18, 2025. A total of 44,503,838 Shares were validly tendered, and not validly withdrawn, representing approximately 72.90% of the outstanding Shares. The number of Shares tendered satisfied the Minimum Tender Condition. All other conditions to the Offer were satisfied and Merger Sub accepted for payment all Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer.
Michael R. Patrone, Amanda J. Gill, Simone Waterbury, Robert J. Lemons, Kathleen Kean, Matthew S. Cote, Brian W. Cook, Christina Ademola, Brian H. Mukherjee, Finnbarr D. Murphy, Mayan Katz, Sarah M. Bock, Daniel S. Karelitz, Caroline H. Bullerjahn and Brady Cummins of oodwin Procter LLP are acting as legal counsel to Kronos Bio and Leerink Partners is acting as sole financial advisor and fairness opinion provider to Kronos Bio. Ryan A. Murr of Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra. Broadridge Corporate Issuer Solutions, LLC acted as depository to Concentra.
Concentra Biosciences, LLC completed the acquisition of Kronos Bio, Inc. (NasdaqGS:KRON) on June 20, 2025.