XOMA Corporation (NasdaqGM:XOMA) entered into a definitive merger agreement to acquire Kinnate Biopharma Inc. (NasdaqGS:KNTE) for approximately $120 million on February 16, 2024. XOMA will acquire Kinnate for a price per share of Kinnate common stock of between $2.3352 and $2.5879 in cash, consisting of (i) a base cash price of $2.3352 per share and (ii) an additional cash amount of up to $0.2527 per share, plus one non-transferable contingent value right per share, representing the right to receive (a) 100% of the net proceeds payable from any disposition of Kinnate?s investigational pan-RAF inhibitor, exarafenib, and/or any other pan-RAF inhibitors prior to the closing of the merger transaction and (b) 85% of the net proceeds payable from any disposition of other Kinnate assets entered into prior to, or within one year from, closing and received within five years of closing pursuant to a definitive contingent value rights agreement. XOMA will commence a tender offer by March 4, 2024 to acquire all outstanding shares of Kinnate common stock. If the Merger Agreement is terminated under certain circumstances, Kinnate will be required to pay XOMA a termination fee of approximately $3.5 million

The transaction is subject to conditions, including: that the number of shares of Common Stock validly tendered (and not properly withdrawn) prior to the expiration of the Offer equals at least one share more than 50% of all shares of Common Stock then issued and outstanding as of the expiration of the Offer; XOMA accepted for payment all shares of Kinnate Common Stock validly tendered and not properly withdrawn pursuant to the Offer; and the Closing Net Cash shall be no less than approximately $120 million. The transaction is not subject to a financing condition. Kinnate?s Board of Directors unanimously approved the transaction. Board of Directors of XOMA also approved the transaction. The transaction is expected to close in the first half of 2024. Leerink Partners is acting as lead financial advisor and fairness opinion provider and Tony Jeffries, Robert T. Ishii and Brendan Ripley Mahan of Wilson Sonsini Goodrich & Rosati is acting as legal counsel to Kinnate. Lazard is also acting as a financial advisor to Kinnate. Ryan A. Murr and Robert Phillips of Gibson, Dunn & Crutcher LLP acted as legal advisor to XOMA. The Depository Trust Company is acting as depository bank for Kinnate.