Aurinia Pharmaceuticals Inc. (AUPH), a biopharmaceutical company announced on Monday it has entered into a definitive merger agreement to acquire Kezar Life Sciences, Inc. (KZR), a clinical stage biotechnology company for $6.955 in cash per share of common stock and one non-transferable contingent value right (CVR).
Following the news KZR is up 19.02% at $7.33.
As per the terms of the agreement, Aurinia through its wholly owned subsidiary, Aurinia Pharma U.S., Inc., and its merger subsidiary, Aurinia Merger Sub, Inc., will commence a tender offer by April 13, 2026, to acquire all outstanding shares of Kezar common stock. The transaction is expected to close in the second quarter of 2026.
Immediately after the closure of the offer, Kezar will be acquired by Aurinia, and all remaining shares not tendered in the Offer, will be converted into the same cash and CVR consideration per share as is provided in the offer.
The CVR represent the right to receive potential payments relating to the ongoing clinical development or disposition of Zetomipzomib ; certain proceeds relating to Kezar's collaboration with Everest Medicines and Kezar's sale of its Sec61 based discovery and development program to Enodia Therapeutics and 100% of Kezar's closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses.
Zetomipzomib, Kezar's lead product candidate, is an immunoproteasome inhibitor in development for patients with autoimmune hepatitis (AIH), lupus nephritis and systemic lupus erythematosus.
In addition, Zetomipzomib demonstrated clinically meaningful and durable steroid-sparing remissions in the PORTOLA Phase 2 AIH study and Kezar had positive interactions with the FDA in a recent Type C meeting aimed to accelerate the development of Zetomipzomib in AIH.
"With its successful track record developing and commercializing treatments for autoimmune diseases, Aurinia is well positioned to continue the development of this novel therapeutic agent," said Chris Kirk, Chief Executive Officer of Kezar.
TD Cowen served as exclusive financial advisor and Cooley LLP served as legal counsel to Kezar.
KZR has traded between $3.53 and $7.45 in the last year. The stock closed Friday's trade at $6.16.
AUPH has traded between $6.82 and $16.54 in the last year. The stock closed Friday's trade at $14.27.
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