Aurinia Pharmaceuticals Inc (NASDAQ:AUPH), a biopharmaceutical company focused on autoimmune diseases, announced on Monday that it has entered into a definitive merger agreement to acquire Kezar Life Sciences Inc (NASDAQ:KZR), a biotechnology company developing small-molecule therapeutics for autoimmunity and cancer.
The transaction values Kezar at USD6.955 in cash per share, plsu one non-transferable contingent value right (CVR) tied to future payments.
The CVR provides potential additional value linked to the development or disposition of zetomipzomib; proceeds from Kezar's collaboration with Everest Medicines and its Sec61-based programme sale to Enodia Therapeutics; and 100% of Kezar's closing net cash in excess of USD50m, subject to certain expenses. Kezar's board, following a strategic review with management and advisors, unanimously determined that the transaction is in the best interests of stockholders and approved the merger agreement.
Zetomipzomib, Kezar's lead candidate, is being developed as a first-in-class immunoproteasome inhibitor for autoimmune hepatitis, lupus nephritis, and systemic lupus erythematosus, and has shown clinically meaningful results in a Phase 2 study. Kezar has also engaged with the US Food and Drug Administration (FDA) through a Type C meeting to support its development pathway.
Aurinia, through its subsidiaries, will launch a tender offer by 13 April 2026 to acquire all outstanding shares of Kezar common stock, with completion contingent on a majority of shares being tendered, sufficient closing net cash, and other customary conditions. Tang Capital Partners, LP, holding approximately 9.0% of Kezar's shares, has agreed to support the transaction and tender its holdings.
Upon completion of the tender offer, Aurinia will acquire the remaining shares at the same terms. The transaction is expected to close in the second quarter of 2026.
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