US-based biopharmaceutical company Kronos Bio has signed a merger agreement with Concentra Biosciences, under which Concentra will acquire Kronos Bio.
Under the terms of the deal, Concentra will make a cash payment of $0.57 per share of Kronos Bio common stock and a non-tradeable contingent value right (CVR).
The CVR offers potential future payments based on the disposition of certain product candidates and cost savings.
The Kronos Bio Board of Directors, with assistance from legal and financial advisors, has approved the merger agreement, deeming it beneficial for shareholders.
A wholly owned subsidiary of Concentra will initiate a tender offer by 15 May 2025 to acquire all outstanding shares of Kronos Bio.
The completion of the offer is contingent upon several conditions, including the tendering of a majority of Kronos Bio’s outstanding shares, availability of at least $40m in cash at closing.
Kronos Bio officers, directors, and affiliates holding about 27% of the company’s stock have agreed to tender their shares and support the merger.
The proposed transaction is anticipated to be completed by mid-2025.
Goodwin Procter served as legal counsel, and Leerink Partners as the sole financial advisor to Kronos Bio, while Gibson, Dunn & Crutcher served as legal counsel to Concentra.
Kronos Bio develops small-molecule therapeutics targeting cancer and autoimmune diseases, and operates a research facility in Cambridge, Massachusetts.
Its pipeline includes Istisociclib, a CDK9 inhibitor currently being evaluated in a Phase 1/2 clinical trial, for patients with MYC-dependent tumours such as ovarian cancer.
KB-9558 targets the KAT domain of p300, a critical node of the IRF4 TRN, which is a core oncogenic transcription program that drives multiple myeloma and HPV-driven tumours.
KB-7898 is a p300 KAT inhibitor for the potential treatment of Sjögren’s disease.
