Exhibit (a)(5)(D)
XOMA Corporation Announces Closing of Tender Offer
Kinnate Stockholders to Receive $2.5879 Per Share in Cash Plus Contingent Value Right
EMERYVILLE, Calif., April 3, 2024 (GLOBE NEWSWIRE) – XOMA Corporation (NASDAQ: XOMA) (“XOMA” or the “Company”), a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health, today announced the Company has successfully completed its previously announced tender offer to acquire all outstanding shares of Kinnate Biopharma Inc. (NASDAQ: KNTE) common stock for a price per share of $2.5879 in cash (the “Cash Amount”), plus one non-tradeable contingent value right (“CVR” and together with the Cash Amount, the “Offer Price”) 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 resulting from Kinnate’s sale of exarafenib and other pan-RAF program assets to Pierre Fabre Laboratories, as announced on March 1, 2024.
The tender offer and related withdrawal rights expired one minute after 11:59 p.m. Eastern Time on Tuesday, April 2, 2024 (the “Expiration Date”). As of the Expiration Date, a total of 38,258,681 shares of Kinnate common stock were validly tendered, and not validly withdrawn, representing approximately 81% of the outstanding shares of Kinnate common stock as of the Expiration Date. As of the Expiration Date, the number of shares validly tendered in accordance with the terms of the tender offer and not validly withdrawn satisfied the minimum tender condition, and all other conditions to the tender offer were satisfied or waived. Immediately after the Expiration Date, XOMA irrevocably accepted for payment all shares validly tendered and not validly withdrawn and expects to promptly pay for such shares.
Following the closing of the tender offer, XOMA merged Kinnate with and into a subsidiary, XRA 1 Corp. (the “Merger”), and all shares of Kinnate common stock that had not been validly tendered were converted into the right to receive the Offer Price. As a result of the Merger, Kinnate became a wholly owned subsidiary of XOMA. Prior to the opening of trading on The Nasdaq Stock Market LLC (“Nasdaq”) on April 3, 2024, all shares of Kinnate common stock will cease trading on Nasdaq, and Kinnate intends promptly to cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.
Advisors
XOMA was represented by Gibson, Dunn & Crutcher LLP. Leerink Partners acted as lead financial advisor and Wilson Sonsini Goodrich & Rosati acted as legal counsel to Kinnate. Lazard also acted as a financial advisor to Kinnate.
