Kinnate, Biopharma

Kinnate Biopharma Inc. Sells Its Investigational Pan-RAF Inhibitor, exarafenib, to Pierre Fabre Laboratories

07.08.2025 - 18:04:28 | prnewswire.co.uk

Pierre Fabre Italy United States of America Canada France Germany Spain United Kingdom California Texas

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.  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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