Kronos Bio to be acquired by Concentra for 57c per sare in cash plus CVR

Kronos Bio (KRON) has entered into a definitive merger agreement with Concentra Biosciences, whereby Concentra will acquire Kronos Bio for $0.57 in cash per share of Kronos Bio common stock, plus one non-tradeable contingent value right, which represents the right to receive: 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; 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; 100% of cost savings realized prior to closing; 80% of cost savings realized between the merger closing date and the second anniversary of the merger closing date; and 50% of cost savings realized between the second anniversary of the merger closing date and the third anniversary of the merger closing date, each pursuant to the contingent value rights agreement. Following a review process conducted with the assistance of its legal and financial advisors, the Kronos Bio Board of Directors has 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. Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer by May 15, 2025 to acquire all outstanding shares of Kronos Bio Common Stock. 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, the availability of at least $40.0 million of cash 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. The merger transaction is expected to close mid-2025.