- Kinnate has entered into an Asset Purchase Agreement (the
"APA") with Pierre Fabre Laboratories for global rights to
exarafenib and other pan-RAF program assets.
- The transaction is in furtherance of Kinnate's previously
announced pursuit of strategic alternatives.
- This acquisition is intended to enable Pierre Fabre
Laboratories to pursue its efforts in the field of precision
oncology and provide it the opportunity to broaden its reach to
patients in need for targeted therapies in RAF and RAS solid
tumors.
CASTRES, France and
SAN FRANCISCO, March 1, 2024 /PRNewswire/ -- Kinnate
Biopharma Inc. (Nasdaq: KNTE) ("Kinnate" or the "Company"), a
clinical-stage precision oncology company, and Pierre Fabre
Médicament, SAS ("Pierre Fabre Laboratories"), a global player in
oncology, today announced their agreement to the sale of the
Company's investigational pan-RAF inhibitor, exarafenib, and other
pan-RAF program assets pursuant to the APA entered into by the
parties. The sale of global rights is in furtherance of the
Company's previously announced exploration of strategic
alternatives.
"We are delighted to partner with Pierre Fabre Laboratories, a
company that brings significant expertise in the global development
and commercialization of targeted therapies in RAF and RAS driven
solid tumors," said Nima Farzan,
Chief Executive Officer of Kinnate. "The sale of exarafenib and our
pan-RAF program assets to Pierre
Fabre will expand the reach of these programs globally,
allowing the promise of targeted therapies for patients with NRAS
driven melanoma and BRAF driven solid tumors to further
develop."
"Based on the clinical and preclinical data generated to date,
we believe exarafenib may present a best-in-class product profile
as a pan-RAF inhibitor targeting solid tumors such as NRAS mutant
melanoma, for which there are currently no approved targeted
therapies. The addition of exarafenib and other pan-RAF program
assets from Kinnate is complementary to our existing BRAF and MEK
inhibitors portfolio with encorafenib and binimetinib. This
acquisition continues to expand our efforts in precision oncology
and provide us with the opportunity to broaden our reach to
patients in need for targeted therapies in RAF and RAS solid
tumors," added Francesco Hofmann,
Head of Research and Development for Medical Care at Pierre Fabre
Laboratories.
Under the terms of the APA, Pierre Fabre Laboratories has
purchased exarafenib and other pan-RAF assets and will assume 100%
of the ongoing program and costs associated with these assets. In
consideration, Kinnate will receive a total consideration of up to
$31 million, consisting of
$500,000 at closing, and a
$30.5 million payment, contingent
upon the earlier of the dosing of the first patient in the first
pivotal trial for exarafenib or any other acquired asset, or the
application for an accelerated approval pursuant to the FDA's
Accelerated Approval Program for exarafenib or any other acquired
asset, or the submission of a marketing application for regulatory
approval for exarafenib or any other acquired asset. In addition,
Pierre Fabre Laboratories will assume up to $5 million of trade payables for the transferred
assets. The transaction is not subject to closing conditions and
closed upon signing.
As previously announced in connection with Kinnate's transaction
with XOMA Corporation ("XOMA"), Kinnate stockholders will receive
100% of the net proceeds (after deducting appliable costs,
expenses, taxes or other deductions pursuant to the Contingent
Value Rights Agreement to be entered into in connection with the
proposed transaction with XOMA (the "CVR Agreement")) payable from
the $30.5 million contingent payment,
assuming the closing of the proposed transaction with XOMA occurs
and such proceeds are received within five years from the closing
date thereof, pursuant to the CVR Agreement. There will be no net
proceeds from the $500,000 closing
payment, as such payment will only cover transaction expenses.
Lazard served as financial advisor to Kinnate, and Wilson Sonsini Goodrich & Rosati served as
legal counsel.
About Kinnate Biopharma Inc.
For more information,
visit Kinnate.com and follow the company on LinkedIn to
learn about its most recent initiatives.
About Pierre Fabre Laboratories
Further information about Pierre Fabre Laboratories can be found at
http://www.pierre-fabre.com and on X (formerly Twitter) at
@PierreFabre.
Important Additional Information and Where to Find It
In connection with the proposed acquisition of Kinnate, XOMA or
its affiliates will commence a tender offer for all of the
outstanding shares of Kinnate (the "Offer") pursuant to the terms
of an Agreement and Plan of Merger, dated as of February 16, 2024 (the "Merger Agreement"), by
and among Kinnate, XOMA, and XRA 1 Corp., a Delaware corporation and a wholly owned
subsidiary of XOMA. The Offer has not yet commenced, and this
communication is neither a recommendation, nor an offer to purchase
nor a solicitation of an offer to sell any shares of the common
stock of the Company or any other securities. On the commencement
date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, will be filed with the Securities and Exchange
Commission (the "SEC") by XOMA and its acquisition subsidiary, and
a Solicitation/Recommendation Statement on Schedule 14D-9 will be
filed with the SEC by the Company. The Offer to purchase the
outstanding shares of Common Stock will only be made pursuant to
the offer to purchase, the letter of transmittal and related
documents filed as a part of the Schedule TO. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND
RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY
HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed with
the SEC at the website maintained by the SEC at www.sec.gov or by
directing such requests to the information agent for the Offer,
which will be named in the tender offer statement. Investors and
security holders may also obtain, at no charge, the documents filed
or furnished to the SEC by the Company under the "SEC Filings"
subsection of the "Financial Information" section of the Company's
website at https://investors.kinnate.com/.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements,
including, but not limited to, statements regarding the intended
effect of the transaction on Pierre Fabre Laboratories' future
activities; statements by the Company's Chief Executive Officer and
Pierre Fabre Laboratories' Head of Research and Development
for Medical Care; the consideration to be received by the Company
under the APA; the liabilities to be assumed by Pierre Fabre
Laboratories under the APA; the Company's beliefs and
expectations and statements about the CVR Agreement; and the
potential payment of proceeds to the Company's stockholders, if
any, pursuant to the APA and the CVR Agreement, including with
respect to any net proceeds or contingent payments related to
exarafenib or any other pan-RAF asset under the APA. These
statements may be identified by their use of forward-looking
terminology including, but not limited to, "anticipate," "believe,"
"continue," "could," "estimate," "expect," "goal," "intend," "may,"
"might," "plan," "potential," "predict," "project," "should,"
"target," "will," and "would," and similar words expressions are
intended to identify forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future
performance and involve risks and uncertainties that could cause
actual results to differ materially from those projected, expressed
or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to: the possibility that
various closing conditions set forth in the Merger Agreement may
not be satisfied or waived, including uncertainties as to the
percentage of the Company's stockholders tendering their shares in
the Offer; the possibility that competing offers will be made; the
Company's ability to retain key personnel; the risk that the Offer,
the merger of Merger Sub with and into the Company and the other
transactions contemplated by the Merger Agreement and the CVR
Agreement (collectively, the "Transactions") may not be
completed in a timely manner, or at all, which may adversely affect
the Company's business and the price of its common stock;
significant costs associated with the proposed Transactions; the
risk that any stockholder litigation in connection with the
Transactions may result in significant costs of defense,
indemnification and liability; the risk that activities related to
the CVR Agreement may not result in any value to the Company's
stockholders; and other risks and uncertainties discussed in the
Company's most recent annual and quarterly reports filed with the
SEC as well as in the Company's subsequent filings with the SEC. As
a result of such risks and uncertainties, the Company's actual
results may differ materially from any future results, performance
or achievements discussed in or implied by the forward-looking
statements contained herein. There can be no assurance that the
proposed Transactions will in fact be consummated. The Company
cautions investors not to unduly rely on any forward-looking
statements.
The forward-looking statements contained in this communication
are made as of the date hereof, and the Company undertakes no
obligation to update any forward-looking statements, whether as a
result of future events, new information or otherwise, except as
expressly required by law. All forward-looking statements in this
document are qualified in their entirety by this cautionary
statement.
Kinnate Contact:
Investors@kinnate.com
Pierre Fabre Laboratories Media Contact:
Laurence Marchal
laurence.marchal@pierre-fabre.com
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