• | Parent is offering to buy your securities. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” |
• | Parent is Aurinia Pharma U.S., Inc. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” |
• | Merger Sub is Aurinia Merger Sub, Inc. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” Merger Sub has been organized in connection with the Merger and has not carried on any activities other than entering into the Merger Agreement and activities in connection with the Offer. |
• | Aurinia is Aurinia Pharmaceuticals Inc. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” The obligations of Parent and Merger Sub under the Merger Agreement and the CVR Agreement have been guaranteed by Aurinia. |
• | Purchaser is seeking to acquire all of the outstanding Shares of Kezar. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.” |
• | Purchaser is offering to pay: (i) $6.955 per Share in cash (the “Cash Amount”); and (ii) one nontransferable CVR for each Share, which represents the right to receive certain contingent cash payments equal to a pro rata share of the following, each pursuant to the CVR Agreement and collectively, the “CVR Proceeds”: |
(A) | “Net Cash Excess” means, if Final Net Cash is greater than the Signing Net Cash, then the amount equal to: (a) Final Net Cash; minus (b) the Signing Net Cash. “Final Net Cash” means the amount of Closing Net Cash (defined below), recalculated by Parent not later than the date that is ninety (90) days following the Closing Date pursuant to the procedures set forth in Section 2.5 of the CVR Agreement (which the Representative shall have the right to dispute any part of such calculation for up to thirty (30) days following receipt of such calculation). “Signing Net Cash” means an estimated amount of Closing Net Cash as of the date of the Merger Agreement equal to $50,000,000. “Closing Net Cash” means, without duplication: (i) the sum of Kezar’s cash, cash equivalents and marketable securities as of immediately prior to the Offer Closing Time, determined in accordance with GAAP, applied on a basis consistent with Kezar’s application thereof in Kezar’s consolidated financial statements (excluding the aggregate exercise price of all of the In-the-Money Options), plus (ii) certain prepaid expenses, receivables and deposits of Kezar, minus (iii) the sum of Kezar’s monetary liabilities and its consolidated short-term and long-term contractual obligations (including Indebtedness) whether or not accrued or incurred by or on behalf of Kezar as of immediately prior to the Offer Closing Time, minus (iv) the Transaction Expenses to the extent unpaid as of immediately prior to the Offer Closing Time, minus (v) all Parent Transaction Expenses in an amount not to exceed two hundred fifty thousand dollars ($250,000), minus (vi) the Estimated Costs Post Merger Closing. |
(B) | “Legacy Asset Milestone and Royalty Proceeds” If Parent files, or causes to be filed, an investigational new drug application or clinical trial protocol with the U.S. Food and Drug Administration (the “FDA”) for a clinical study of a product candidate derived from Kezar’s and its affiliates’ right, title and interest in Kezar Intellectual Property Rights (as defined in the CVR Agreement) and other assets and rights relating to zetomipzomib (the “Legacy Assets”), and the applicable FDA review period expires or is terminated without the imposition of a clinical hold, in each case by the second (2nd) anniversary of the Closing Date (such event, “Initiation of a Clinical Study”), then, during the 10-year period following the Closing Date, CVR holders will be entitled to receive, without duplication, a pro rata share of cash payments upon the occurrence of each of the following events, in each case with respect to such product candidate or another product candidate derived from the Legacy Assets: |
(a) | “Legacy Asset Milestones” shall mean: |
1. | $500,000 upon the first dosing of the first patient enrolled after the tenth (10th) patient in a Phase 2 or Phase 3 clinical trial of a product candidate derived from the Legacy Assets, where such patient is not required to undergo 24-hour in-unit monitoring; |
2. | $5,000,000 upon submission of a new drug application (“NDA”) to the FDA; |
3. | $12,500,000 upon NDA approval; |
4. | $20,000,000 if Legacy Asset Net Sales (as defined in the CVR Agreement) are equal to or greater than $500,000,000 in any calendar year; and |
5. | $50,000,000 if Legacy Asset Net Sales are equal to or greater than $1,000,000,000 in any calendar year. |
(b) | “Legacy Asset Royalty” shall mean royalty payments in the amount of 3% of the aggregate Legacy Asset Net Sales (as defined in the CVR Agreement). |
(C) | “Legacy Asset Transaction Proceeds” means 90% of the Net Proceeds (as defined in the CVR Agreement), if any, Parent receives during the 10-year period following the Closing Date from a Legacy Asset Transaction Agreement that is entered into during the 2-year period following the Closing Date. |
(D) | “Everest Collaboration Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Everest Collaboration and License Agreement, dated September 20, 2023, by and between Kezar and Everest Medicines II (HK) Limited (“Everest Collaboration”). |
(E) | “Enodia Proceeds” means 100% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Enodia Asset Purchase Agreement, dated March 6, 2026, by and between Kezar and Enodia Therapeutics SAS (“Enodia Asset Purchase Agreement”). |
• | There is a risk that you may receive no payments under the CVR Agreement. Therefore, in making a decision to tender your Shares, you should understand that if the CVR does not generate any payments, the only consideration that you would receive in the Offer is the Cash Amount of $6.955 per Share that is being offered pursuant to the Offer. You should base your tender decision solely on the Cash Amount as it may be the only consideration you receive in the Offer. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.” |
• | If your Shares are registered in your name and you tender your Shares, you will not be obligated to pay brokerage fees or commissions or similar expenses. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the Introduction and “The Tender Offer—Section 3. Procedures for Tendering Shares.” |
• | At or prior to the Offer Closing Time, Parent, Merger Sub, the Rights Agent and the Representative will enter into the CVR Agreement governing the terms of the CVRs. Each CVR will represent a contractual right to receive contingent cash payments equal to a pro rata share of any CVR Proceeds (as described above and pursuant to the CVR Agreement). |
• | Any Net Cash Excess would be calculated and payable based on the realization of any net savings equal to the amount by which the Final Net Cash exceeds Signing Net Cash. We cannot predict whether any net savings will be realized at all, or to what extent. Net savings would depend upon various unknown factors, including unforeseen claims and costs that Kezar may incur. |
• | Any Legacy Asset Milestone and Royalty Proceeds would be calculated and payable based on the successful Initiation of a Clinical Study by the second anniversary of the Closing Date and the subsequent achievement of certain clinical, regulatory and sales-based milestones. We cannot predict whether the Initiation of a Clinical Study, any Legacy Asset Milestones, or Legacy Asset Royalties will occur at all, or at what time they may be triggered. The payment of any such proceeds would depend upon various unknown factors, including: (i) the successful filing and FDA approval of an investigational new drug application or clinical trial protocol; (ii) the results and timing of clinical trials; (iii) the rigorous and unpredictable nature of the FDA’s NDA review and approval process; (iv) the ultimate commercial success of any product candidates; and (v) Parent’s ability to achieve and maintain net sales thresholds in a competitive market. |
• | Any Legacy Asset Transaction Proceeds, Everest Collaboration Proceeds or Enodia Proceeds would be calculated and payable based on the distribution of Net Proceeds. We cannot predict whether any Legacy Asset Transaction Proceeds, Everest Collaboration Proceeds or Enodia Proceeds will occur at all, or at what price they may be effected. Any Net Proceeds would depend upon various unknown factors, including market conditions, the identification of potential acquirers, the conclusions reached by potential acquirers after conducting due diligence with respect to the Legacy Assets, and Parent and Merger Sub’s ability to negotiate and consummate dispositions with such third parties. |
• | We cannot predict whether any CVR Proceeds will be received or, if any CVR Proceeds are received, the amount or timing of any such receipt. In connection with the Offer, none of the co-offerors engaged any independent valuation firm to conduct an analysis of the potential value of the CVR Proceeds or received any material non-public information assessing the value of the CVR Proceeds. |
• | Parent shall not terminate or abandon the required maintenance of Legacy Assets, including by failing to use commercially reasonable efforts to preserve and maintain the Legacy Assets, except, following the second (2nd) anniversary of the Closing Date, to the extent that Parent reasonably determines in good faith that such Legacy Assets are no longer commercially viable. |
• | Parent shall, and shall cause its Affiliates, including Kezar (after the Closing), to use commercially reasonable efforts to comply with all prosecution, maintenance and other obligations relating to the Intellectual Property Rights within the Legacy Assets required by any license or related term set forth in any Legacy Asset Transaction Agreement (as defined in the CVR Agreement), to the extent such Intellectual Property Rights are contemplated by said Legacy Asset Transaction Agreement. |
• | During the period commencing on the Closing and ending on the earlier of (i) the first (1st) anniversary of the Closing and (ii) Parent’s decision to seek a Legacy Asset Transaction Agreement (the “Development Period”), Parent shall, and shall cause its Affiliates (including Kezar) to, use commercially reasonable efforts to develop a product candidate derived from the Legacy Assets, including by using commercially reasonable efforts to effect the Initiation of a Clinical Study. If Parent has not effected the Initiation of a Clinical Study during the Development Period, then, during the period commencing at the end of the Development Period and ending on the second (2nd) anniversary of the Closing, Parent shall, and shall cause its Affiliates (including Kezar) to, use commercially reasonable efforts to enter into one or more Legacy Asset Transaction Agreements; provided that this sentence shall not restrict Parent from effecting the Initiation of a Clinical Study at any time prior to the second (2nd) anniversary of the Closing. |
• | During the period commencing on the Closing and ending on the second (2nd) anniversary of the Closing, Parent shall: (i) maintain the CVRs (including fees and expenses related to the Rights Agent and the Representative); (ii) continue any activity related to the manufacturing, management or disposition of the inventory related to raw materials, starting materials, intermediate materials, drug substance or drug product related to the Legacy Assets, including maintenance and/or closeout of stability studies and storage of the Legacy Assets; and (iii) continue the prosecution, maintenance and other obligations relating to the Intellectual Property Rights related to the Legacy Assets. |
• | The CVR holders will have no greater rights against the Buyer Entities under the CVR Agreement than those of general unsecured creditors of the Buyer Entities under applicable Law, including in the event of any bankruptcy. The CVRs would be effectively junior in right of payment to all of the Buyer Entities’ secured obligations to the extent of the collateral securing such obligations, and the CVRs would be pari passu with all of the Buyer Entities’ unsecured obligations, including trade payables, pursuant to the CVR Agreement. Aurinia’s obligation with respect to the CVRs under the Ultimate Parent Guarantee is the payment in full of the aggregate CVR Proceeds under the CVR Agreement. |
• | It is currently anticipated that up to an aggregate of 7,722,501 CVRs will be issued, representing CVRs to be issued as part of the consideration for each of the issued and outstanding Shares, as well as Shares underlying each In-the-Money Option and Company Restricted Stock Unit Award outstanding immediately prior to the Effective Time. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | Yes. You will only receive payments with respect to your CVRs upon: |
(i) | the realization of any net savings equal to the amount by which the Final Net Cash exceeds Signing Net Cash; |
(ii) | the Initiation of a Clinical Study by the second (2nd) anniversary of the Closing Date and the subsequent achievement of certain clinical, regulatory and sales-based milestones during the 10-year period following the Closing Date; |
(iii) | the receipt of Net Proceeds by Parent or any of its affiliates, including Kezar after the Merger, during the 10-year period following the Closing Date from any Legacy Asset Transaction Agreement that is entered into within the 2-year period following the Closing Date; |
(iv) | the receipt of Net Proceeds during the 10-year period following the Closing Date arising out of the Everest Collaboration; and |
(v) | the receipt of Net Proceeds during the 10-year period following the Closing Date arising out of the Enodia Asset Purchase Agreement. |
• | The co-offerors have determined that the probability-weighted estimate of the amount that will be payable under the CVRs is between $1.11–$2.32 per CVR, consisting of: (i) $0.00–$0.26 per CVR in Net Cash Excess; (ii) $1.11–$2.06 per CVR in Legacy Asset Milestone and Royalty Proceeds and Legacy Asset Transaction Proceeds; and (iii) $0.00 per CVR in Everest Collaboration Proceeds and Enodia Proceeds. However, this range of values is based on estimates and assumptions regarding future events, as more fully described below, and there is no guarantee that any payment will be made to holders of the CVRs, and, thus, for purposes of determining whether to tender your Shares in the Offer you should assume that no payment will be made under the CVR Agreement and the only consideration paid by the co-offerors will be the Cash Amount of $6.955 per Share. |
• | The co-offerors’ estimate of the amount that will be payable under the CVRs with respect to the Net Cash Excess is based on co-offerors’ current assessment of projected Final Net Cash. For example, and for illustrative purposes only, if the Closing Net Cash as finally determined in accordance with Section 2.01(c) of the Merger Agreement is estimated to be $52,000,000, and there are no positive or negative adjustments to such amount based on claims that arise prior to ninety (90) days following the Closing Date (the date by which Parent is required to calculate Final Net Cash and provide such calculation to Representative for review), then the Net Cash Excess would be $2,000,000 (Final Net Cash of $52,000,000 minus Signing Net Cash of $50,000,000), or approximately $0.26 per CVR. |
• | The co-offerors’ estimate of the Legacy Asset Milestone and Royalty Proceeds and Legacy Asset Transaction Proceeds is based on the co-offerors’ assessment of the Legacy Assets (zetomipzomib). Zetomipzomib is an early-stage product candidate that the co-offerors intend to further advance in development. The co-offerors estimate—based on their experience operating a biotechnology company and their independent research, and assuming that the co-offerors are successful in the Initiation of a Clinical Study—that Legacy Asset Milestone and Royalty Proceeds and Legacy Asset Transaction Proceeds could be between $1.11–$2.06 per CVR, calculated on a probability-weighted basis. Zetomipzomib is an early-stage product candidate and there is uncertainty regarding: (i) co-offerors’ and Kezar’s development of an early-stage product candidate, which depends on scientific, regulatory, commercial, temporal and structural factors that are almost entirely outside the control of the co-offerors and Kezar; and (ii) co-offerors’ ability to attract a potential acquirer for the Legacy Assets. Even if the co-offerors were to initiate a clinical study of the Legacy Assets or were to be successful in negotiating transaction terms with a potential acquirer of the Legacy Assets, the receipt of Legacy Asset Milestone and Royalty Proceeds is, and Legacy Asset Transaction Proceeds may be, dependent on future development, regulatory or commercial milestones. Thus, there is uncertainty regarding whether the co-offerors, Kezar or any potential acquirer of the Legacy Assets would be able to: (i) initiate and complete successful nonclinical studies and clinical trials for any product related to or based upon the Legacy Assets; (ii) conduct sufficient clinical trials or other studies to support the approval and commercialization of any product related to the Legacy Assets; (iii) demonstrate to the satisfaction of the FDA and similar foreign regulatory authorities the safety and efficacy and acceptable risk-to-benefit profile of any product related to the Legacy Assets; (iv) seek and obtain regulatory marketing approvals for any product related to the Legacy Assets; (v) establish and maintain supply and manufacturing relationships with third parties to ensure adequate and legally compliant manufacturing of bulk drug substances and drug products to maintain that supply; (vi) launch and commercialize any product candidates that were to obtain marketing approval and, if launched, successfully establish a sales, marketing and distribution infrastructure; (vii) demonstrate the necessary safety data post-approval to ensure continued regulatory approval; (viii) demonstrate the actual and perceived benefits of any product related to the Legacy Assets, if approved, relative to existing and future alternative therapies based upon availability, cost, risk and safety profile, drug-drug interactions, ease of administration, side effects and efficacy; (ix) obtain coverage and adequate product reimbursement from third-party payors, including government payors; (x) achieve market acceptance for any approved products; (xi) address any competing technological and market developments; (xii) negotiate favorable terms in any collaboration, licensing or other arrangements into |
• | The co-offerors’ estimate of the amount that will be payable under the CVRs with respect to the Everest Collaboration Proceeds and Enodia Proceeds is based on the co-offerors’ experience operating a biotechnology company and, as discussed above, significant uncertainty associated with development of an early-stage product candidate, which depends on scientific, regulatory, commercial, temporal and structural factors that are almost entirely outside the control of the co-offerors and Kezar. |
• | In considering whether to tender your Shares in the Offer, you should consider that it is entirely possible that no cash will be distributed to the holders of the CVRs under the terms of the CVR Agreement. |
• | For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | The CVRs will not be transferable, except: (a) upon death of a Holder by will or intestacy; (b) pursuant to a court order; (c) by instrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiaries of the Holder upon the death of the Holder; (d) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; or (e) in the case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, to the extent allowable by The Depository Trust Company (“DTC”); or (f) as provided in Section 2.8 of the CVR Agreement. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | In addition to the terms and conditions described above, the CVRs will not have any voting or dividend rights and will not represent any equity or ownership in Parent, any constituent corporation party to the Merger or any of their affiliates. No interest will accrue or become payable in respect of any of the amounts that may become payable under the CVRs. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | Purchaser has undertaken to acquire control of, and the entire equity interest in, Kezar because it believes it is a good investment. See “Special Factors—Section 2. Purpose of the Offer and Plans for Kezar” and “The Tender Offer—Section 1. Terms of the Offer.” |
• | Pursuant to the Merger Agreement, Purchaser’s obligation to accept Shares tendered in the Offer is subject to the satisfaction or waiver of certain conditions. Purchaser will not be required to accept for payment or, subject to any applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer and, subject to the terms of the Merger Agreement, may delay the acceptance for payment of or payment for Shares or may terminate or amend the Offer, if: |
(a) | prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) prior to the expiration of the Offer that number of Shares (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined by Section 251(h) of the General Corporation Law of the State of Delaware (the |
(b) | any of the following conditions exist or shall have occurred and be continuing at the Expiration Date: |
(i) | there shall be any judgment that has been issued, or other legal restraint or prohibition imposed, in each case, by any governmental entity of competent jurisdiction, or applicable law, in each case, (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Offer, the Merger or any of the other Transactions; |
(ii) | (A) any representation or warranty of Kezar set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01(a) (Due Organization; Subsidiaries), Section 4.03 (Authority; Binding Nature of Agreement), Section 4.04 (No Vote Required), Section 4.05(a)(i) (Non Contravention), Section 4.06 (Capitalization), Section 4.08(a)(ii) (No Material Adverse Effect), Section 4.19 (No Financial Advisors) and Section 4.25 (Opinion of Financial Advisor)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (B) any representation or warranty of Kezar set forth in Section 4.01(a) (Due Organization; Subsidiaries), Section 4.03 (Authority; Binding Nature of Agreement), Section 4.04 (No Vote Required), Section 4.05(a)(i) (Non Contravention), Section 4.06 (Capitalization), (other than with respect to Section 4.06(a) and Section 4.06(c)), Section 4.19 (No Financial Advisors) and Section 4.25 (Opinion of Financial Advisor), shall not be true and correct in all material respects as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), (C) any representation or warranty of Kezar set forth in Section 4.06(a) and Section 4.06(c) (Capitalization) shall not be true and correct other than in de minimis respects at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) and (D) any representation or warranty of Kezar set forth in Section 4.08(a)(ii) (No Material Adverse Effect) shall not be true and correct in all respects as of such time; |
(iii) | Kezar shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including, without limitation, Kezar’s obligations under Section 6.02 of the Merger Agreement; |
(iv) | Parent shall have failed to receive from Kezar a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Kezar, certifying to the effect that the Offer Conditions set forth in clauses (ii) and (iii) have been satisfied as of immediately prior to the expiration of the Offer; |
(v) | the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or |
(vi) | the Closing Net Cash as finally determined pursuant to Section 2.01(c) of the Merger Agreement is less than $50,000,000, unless following such final determination that the Closing Net Cash is less than $50,000,000 the Merger Agreement has not been terminated within five (5) Business Days thereafter pursuant to Section 9.01(e) of the Merger Agreement (the “Minimum Closing Net Cash Condition”). |
• | Yes. Kezar, the Buyer Entities, and Aurinia solely for purposes of Section 10.13, have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following consummation of the Offer, the Merger. See “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” Additionally, the obligations of the Buyer Entities under the Merger Agreement and the CVR Agreement have been guaranteed by Aurinia pursuant to the Ultimate Parent Guarantee, subject to the terms and conditions set forth therein. |
• | Yes. Purchaser expects: (i) to pay cash consideration for all Shares accepted for payment in the Offer; and (ii) CVR payments, if any, will be primarily self-funded with: (a) Net Cash Excess, if any; (b) Legacy Asset Net Sales, if any, Parent receives during the 10-year period following the Closing Date with respect to the Legacy Asset Royalty; (c) Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date with respect to any Legacy Asset Transaction Agreements entered into during the 2-year period following the Closing Date; (d) Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Everest Collaboration; (e) 100% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Enodia Asset Purchase Agreement, each pursuant to the CVR Agreement (and no external financing is required in connection therewith). |
• | In addition, Aurinia agreed to guarantee the Buyer Entities’ obligations under the Merger Agreement and the CVR Agreement. See “Special Factors—Section 2. Purpose of the Offer and Plans for Kezar,” “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 8. Source and Amount of Funds.” |
• | No. Purchaser’s financial condition is not relevant to your decision to tender in the Offer because: (i) the Offer is being made for all issued and outstanding Shares of Kezar solely for cash and CVRs; (ii) CVR payments, if any, will be primarily self-funded from CVR Proceeds actually received by the Buyer Entities or their Affiliates (and no external financing is required in connection therewith); (iii) the Offer is not subject to any financing conditions; (iv) if Buyer Entities consummate the Offer, Buyer Entities will acquire all remaining Shares of Kezar for the same price in the Merger; and (v) Aurinia has agreed to guarantee the obligations of the Buyer Entities under the Merger Agreement and the CVR Agreement. See “The Tender Offer—Section 8. Source and Amount of Funds.” |
• | In addition, Aurinia agreed to guarantee the Buyer Entities’ obligations under the Merger Agreement and the CVR Agreement. |
• | You will have until one minute after 11:59 p.m. Eastern Time on May 8, 2026, to tender your Shares in the Offer, unless Purchaser extends the Offer, in which event you will have until the Expiration Date of the Offer as so extended. See also “The Tender Offer—Section 1. Terms of the Offer.” |
• | Yes, the Offer can be extended. We have agreed in the Merger Agreement, subject to our rights to terminate the Merger Agreement in accordance with its terms, if on any then-scheduled expiration of the |
• | If Purchaser further extends the Offer, we will inform Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for this Offer (the “Depositary and Paying Agent”), of that fact and will file with the SEC and disseminate to the holders of Shares, as and to the extent required by law, a supplement or amendment to this Offer to Purchase giving the new Expiration Date no later than 9:00 a.m. Eastern Time on the next business day after the day on which the Offer was previously scheduled to expire. See “The Tender Offer—Section 1. Terms of the Offer.” |
• | If you hold your Shares directly as the registered owner, you can (i) tender your Shares in the Offer by delivering the certificates (if any) representing your Shares, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary and Paying Agent, or (ii) tender your Shares by following the procedures for book-entry set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” not later than the expiration of the Offer. See “The Tender Offer—Section 3. Procedures for Tendering Shares.” |
• | If you hold your Shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details. |
• | In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary and Paying Agent of certificates (if any) for such Shares and a properly completed and duly executed Letter of Transmittal and any other required documents for such Shares (or an Agent’s Message in lieu of the Letter of Transmittal in the case of a book-entry transfer of such Shares as described in “The Tender Offer— Section 3. Procedures for Tendering Shares”). See also “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.” |
• | You may withdraw previously tendered Shares any time prior to one minute after 11:59 p.m. Eastern Time on May 8, 2026, unless Purchaser extends the Offer. See “The Tender Offer—Section 4. Withdrawal Rights.” |
• | In addition, pursuant to Section 14(d)(5) of the Exchange Act, Shares may be withdrawn at any time after June 12, 2026, which is the 60th day after the date of the commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser pursuant to the Offer. |
• | To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary and Paying Agent while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See “The Tender Offer—Section 4. Withdrawal Rights.” |
• | After careful consideration, the Kezar board of directors (the “Kezar Board”), duly and unanimously recommended that you accept the Offer. Kezar’s full statement on the Offer is set forth in its Solicitation/Recommendation Statement on Schedule 14D-9, which it will file with the SEC on or about April 13, 2026. See also the “Introduction” below. |
• | If we accept Shares for payment pursuant to the Offer, then the Minimum Tender Condition will have been satisfied and we will hold a sufficient number of Shares to effect the Merger without a vote by Kezar stockholders under the DGCL. If the Merger occurs, then Kezar will become a wholly owned subsidiary of Parent and each issued and then outstanding Share, other than Shares held in the treasury by Kezar, held by any stockholders, or owned by any beneficial owners, of Kezar who are entitled to and who properly exercise appraisal rights under Delaware law or owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time, will be converted into the right to receive the Offer Price, without interest. For more information, see the “Introduction” below. |
• | Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. As required by Section 251(h) of the DGCL, the Merger Agreement provides that the Merger shall be effected as soon as practicable following the time Purchaser irrevocably accepts for purchase the Shares tendered in the Offer (the “Offer Closing Time”). See “Special Factors—Section 2. Purpose of the Offer and Plans for Kezar” and “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | No. Immediately following the Offer Closing Time and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, we expect to complete the Merger pursuant to applicable provisions of the DGCL, after which the Surviving Corporation will be a wholly owned subsidiary of Parent, and the Shares will be delisted from Nasdaq, and Kezar’s obligations to file periodic reports under the Exchange Act will be suspended, and Kezar will be privately held. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the Offer Price as if you had tendered your Shares in the Offer, unless an appraisal demand is made with respect to your Shares. |
• | If you decide not to tender your Shares in the Offer and the Merger does not occur, you will remain a stockholder of Kezar. Subject to limited conditions, if we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | Following the Offer Closing Time, the Shares may no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | On April 10, 2026, the last full trading day prior to the date of this Offer to Purchase, the last reported closing price per Share reported on The Nasdaq Global Select Market was $7.37. See “Special Factors—Section 4. Price Range of Shares; Dividends.” |
• | If the conditions to the Offer as set forth in the Introduction and “The Tender Offer—Section 9. Conditions of the Offer” are satisfied or waived and Purchaser consummates the Offer and accepts your |
• | We will pay to the holders of CVRs: (a) with respect to any Net Cash Excess, no later than thirty (30) days following (i) one hundred twenty (120) days following the Closing Date (such date, the “Final Net Cash Determination Date”), and (ii) the final determination of any Net Cash Excess in accordance with Section 2.5 of the CVR Agreement; (b) with respect to the Legacy Asset Milestone and Royalty Proceeds payable to Holders, no later than sixty (60) days following (i) the achievement of the applicable Legacy Asset Milestone, or (ii) the calendar quarter end for which a Legacy Asset Royalty is applicable; (c) with respect to Legacy Asset Transaction Proceeds no later than thirty (30) days following the later of the (i) Final Net Cash Determination Date, and (ii) receipt of the corresponding portion of Gross Proceeds (as defined in the CVR Agreement); (d) with respect to Everest Collaboration Proceeds payable to Holders, no later than thirty (30) days following the later of the (i) Final Net Cash Determination Date, and (ii) receipt of the corresponding portion of Gross Proceeds; and (e) with respect to the Enodia Proceeds payable to Holders, no later than thirty (30) days following the later of the (i) Final Net Cash Determination Date, and (ii) receipt of the corresponding portion of Gross Proceeds. |
• | For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | As of immediately prior to the Offer Closing Time, each option to purchase Shares granted by Kezar under the Company Stock Plans (as defined in the Merger Agreement) (each, a “Company Option”) that is then outstanding but not then vested or exercisable shall become immediately vested and exercisable in full. |
• | At the Effective Time, each Company Option that has a per-share exercise price that is less than the Cash Amount (each, an “In-the-Money Option”) that is then outstanding shall be cancelled and the holder thereof shall be entitled to receive (A) an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per Share underlying such Company Option at the Effective Time by (y) the number of Shares underlying such Company Option (such amount, the “Company Option Cash Consideration”) and (B) one CVR in respect of each Share underlying such In-the-Money Option. Prior to the Closing, Kezar (or its agent) shall establish a special payroll to pay the Company Option Cash Consideration and the Buyer Entities shall issue such CVRs at or reasonably promptly following the Effective Time (but in no event later than five (5) Business Days after the Effective Time). |
• | At the Effective Time, each Company Option that has a per-share exercise price that is equal to or greater than the Cash Amount (each, an “Out-of-the-Money Option”) that is then outstanding shall be automatically cancelled for no consideration and the holder thereof shall have no further rights with respect thereto. |
• | No later than five (5) business days prior to the Effective Time (but subject to the occurrence of the Effective Time), each Kezar restricted stock unit award (each, a “Company Restricted Stock Unit Award”) that is then outstanding but not vested shall become immediately vested in full and shall be settled by issuing to the holder of the Company Restricted Stock Unit Award a number of Shares equal to the number of Shares underlying such Company Restricted Stock Unit Award immediately prior to such settlement (subject to applicable withholdings for Taxes, which may be satisfied by net share settlement) (the “Settled RSU Company Common Stock”). The Settled RSU Company Common Stock shall be treated at the Effective Time in the same manner as other Shares. Following the settlement of the Company Restricted Stock Unit Award into Settled RSU Company Common Stock, no holder thereof shall have any rights with respect to such award (or the Shares underlying such Company Restricted Stock Unit Award) other than the right to receive the Offer Price. |
• | The receipt of the Cash Amount and CVRs in exchange for Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. Holders (as defined below in “Special Factors—Section 6. Material U.S. Federal Income Tax Consequences of the Offer and the Merger”) for U.S. federal income tax purposes. The amount of income, gain or loss a U.S. Holder recognizes, and the timing and character of such income, gain or loss will depend on the U.S. federal income tax treatment of the CVRs, with respect to which there is uncertainty. We intend to treat the receipt of the CVRs as part of a “closed transaction” for U.S. federal income tax purposes and to treat payments received pursuant to the CVRs as amounts realized on the disposition (or partial disposition) of the CVRs. Assuming such treatment is respected by the Internal Revenue Service (“IRS”), a U.S. Holder generally is expected to recognize gain or loss equal to the difference, if any, between: (i) the sum of the Cash Amount received plus the fair market value (determined as of the closing of the Offer or the Effective Time, as the case may be) of any CVRs received; and (ii) the U.S. Holder’s adjusted tax basis in the Shares sold or exchanged in the Offer or Merger. The tax treatment of the receipt of the payments pursuant to the CVRs is also uncertain. We urge you to consult your tax advisor as to the particular tax consequences to you of the Offer and the Merger (including the application and effect of any state, local or non-U.S. income and other tax laws). |
• | No appraisal rights are available to the holders of record and beneficial owners of Shares in connection with the Offer, and stockholders who tender their Shares in the Offer will not have appraisal rights in connection with the Merger. However, if Purchaser purchases Shares in the Offer and the Merger is consummated, holders of record and beneficial owners of Shares outstanding as of immediately prior to the Effective Time who: (i) did not tender their Shares in the Offer (or, if tendered, validly and subsequently withdrew such Shares prior to the time Parent accepts properly tendered Shares for purchase); (ii) otherwise comply with the applicable procedures under Section 262 of the DGCL; (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (iv) in the case of a beneficial owner, have submitted a demand that (A) reasonably identifies the holder of record of the shares for which the demand is made, (B) is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (C) provides an address at which such beneficial owner consents to receive notices given by Kezar and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL to be filed with the Register in Chancery in the Delaware Court of Chancery, will be entitled to demand appraisal of their Shares and may be entitled to receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL plus interest, if any, on the amount determined to be the fair value. |
• | The “fair value” of the Shares as determined by the Delaware Court of Chancery could be based upon considerations other than, or in addition to, the price paid in the Offer and the Merger and the market value of such Shares. Persons considering appraisal should recognize that the value determined in an appraisal |
• | Any person who desires to exercise appraisal rights in connection with the Merger should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. |
• | The foregoing summary of appraisal rights under the DGCL does not purport to be a statement of the procedures to be followed by persons desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law, which are contained in Section 262 of the DGCL and will be further summarized in a notice of the availability of appraisal rights to be sent by Kezar to each stockholder who is entitled to appraisal rights. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including, without limitation, Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For more information regarding appraisal rights, see “The Tender Offer—Section 11. Certain Legal Matters; Regulatory Approvals.” |
• | If you tender your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the conditions of the Offer, you will receive the Offer Price for your Shares. |
• | You may call Alliance Advisors, LLC, the Information Agent for the Offer, toll-free at 1-844-202-5733 or email them at kzr@allianceadvisors.com. See the back cover of this Offer to Purchase. |
(A) | “Net Cash Excess” means 100% of the amount by which Final Net Cash exceeds $50,000,000. |
(B) | “Legacy Asset Milestone and Royalty Proceeds” If the Initiation of a Clinical Study occurs by the second (2nd) anniversary of the Closing Date, then, during the 10-year period following the Closing Date, CVR holders will be entitled to receive, without duplication, a pro rata share of cash payments upon the occurrence of each of the following events, in each case with respect to such product candidate or another product candidate derived from the Legacy Assets: |
a. | “Legacy Asset Milestones” shall mean: |
1. | $500,000 upon the first dosing of the first patient enrolled after the tenth (10th) patient in a Phase 2 or Phase 3 clinical trial of a product candidate derived from the Legacy Assets, where such patient is not required to undergo 24-hour in-unit monitoring; |
2. | $5,000,000 upon submission of a new drug application (“NDA”) to the FDA; |
3. | $12,500,000 upon NDA approval; |
4. | $20,000,000 if Legacy Asset Net Sales (as defined in the CVR Agreement) are equal to or greater than $500,000,000 in any calendar year; and |
5. | $50,000,000 if Legacy Asset Net Sales are equal to or greater than $1,000,000,000 in any calendar year. |
b. | “Legacy Asset Royalty” shall mean royalty payments in the amount of 3% of the aggregate Legacy Asset Net Sales (as defined in the CVR Agreement). |
(C) | “Legacy Asset Transaction Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date from a Legacy Asset Transaction Agreement that is entered into during the 2-year period following the Closing Date. |
(D) | “Everest Collaboration Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Everest Collaboration. |
(E) | “Enodia Proceeds” means 100% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Enodia Asset Purchase Agreement. |
(i) | prior to the Expiration Date, the Minimum Tender Condition has not been satisfied; or |
(ii) | any of the conditions set forth in “The Tender Offer—Section 9. Conditions of the Offer” shall exist or shall have occurred and be continuing at the Expiration Date of the Offer. |
BACKGROUND OF THE OFFER; CONTACTS WITH KEZAR. |
PURPOSE OF THE OFFER AND PLANS FOR KEZAR. |
REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. |
PRICE RANGE OF SHARES; DIVIDENDS. |
Current Year | High | Low | ||||
First Quarter | $7.55 | $6.03 | ||||
Second Quarter | 7.55 | 7.32 | ||||
Year Ended December 31, 2025 | High | Low | ||||
First Quarter | $6.93 | $4.54 | ||||
Second Quarter | 5.00 | 3.62 | ||||
Third Quarter | 4.81 | 3.56 | ||||
Fourth Quarter | 6.40 | 3.53 | ||||
Year Ended December 31, 2024 | High | Low | ||||
First Quarter | $11.35 | $7.97 | ||||
Second Quarter | 9.27 | 5.97 | ||||
Third Quarter | 8.26 | 5.20 | ||||
Fourth Quarter | 9.18 | 6.16 | ||||
POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ LISTING; EXCHANGE ACT REGISTRATION AND MARGIN REGULATIONS. |
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER. |
• | the gain is effectively connected with a U.S. trade or business of such Non-U.S. Holder (and, if an applicable income tax treaty so provides, is also attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally will be taxed in the same manner as a U.S. Holder (as described above under “Tax Considerations for U.S. Holders”), except that if the Non-U.S. Holder is a foreign corporation, an additional branch profits tax may apply at a rate of 30% (or a lower applicable income tax treaty rate); |
• | the Non-U.S. Holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the closing of the Offer or the Effective Time, as the case may be, and certain other conditions are met, in which case the Non-U.S. Holder may be subject to a 30% U.S. federal income tax (or lower rate under an applicable income tax treaty) on such gain (net of certain U.S. source losses, provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses); or |
• | (i) Kezar is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of (A) the five-year period ending on the date of the Offer or the Merger or (B) the period during which the Non-U.S. Holder held Shares, and (ii), if Shares are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code), such Non-U.S. Holder owns directly, or is deemed to own pursuant to attribution rules more than 5% of the Shares at any time during the relevant period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. Although there can be no assurances in this regard, Kezar believes that it is not, and has not been, a USRPHC at any time during the five-year period preceding the Offer and the Merger. |
TERMS OF THE OFFER. |
(A) | “Net Cash Excess” means 100% of the amount by which Final Net Cash exceeds $50,000,000. |
(B) | “Legacy Asset Milestone and Royalty Proceeds” If the Initiation of a Clinical Study occurs by the second (2nd) anniversary of the Closing Date, then, during the 10-year period following the Closing Date, CVR holders will be entitled to receive, without duplication, a pro rata share of cash payments upon the occurrence of each of the following events, in each case with respect to such product candidate or another product candidate derived from the Legacy Assets: |
a. | “Legacy Asset Milestones” shall mean: |
1. | $500,000 upon the first dosing of the first patient enrolled after the tenth (10th) patient in a Phase 2 or Phase 3 clinical trial of a product candidate derived from the Legacy Assets, where such patient is not required to undergo 24-hour in-unit monitoring; |
2. | $5,000,000 upon submission of a new drug application (“NDA”) to the FDA; |
3. | $12,500,000 upon NDA approval; |
4. | $20,000,000 if Legacy Asset Net Sales (as defined in the CVR Agreement) are equal to or greater than $500,000,000 in any calendar year; and |
5. | $50,000,000 if Legacy Asset Net Sales are equal to or greater than $1,000,000,000 in any calendar year. |
b. | “Legacy Asset Royalty” shall mean royalty payments in the amount of 3% of the aggregate Legacy Asset Net Sales (as defined in the CVR Agreement). |
(C) | “Legacy Asset Transaction Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date from a Legacy Asset Transaction Agreement that is entered into during the 2-year period following the Closing Date. |
(D) | “Everest Collaboration Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Everest Collaboration. |
(E) | “Enodia Proceeds” means 100% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Enodia Asset Purchase Agreement. |
(A) | reduce the number of Kezar Shares subject to the Offer; |
(B) | reduce the Offer Price; |
(C) | waive, amend or modify the Termination Condition; |
(D) | add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Kezar Shares; |
(E) | other than as provided in the Merger Agreement, terminate, or extend or otherwise amend or modify the expiration date of, the Offer; |
(F) | change the form or terms of consideration payable in the Offer; |
(G) | otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Kezar Shares; or |
(H) | provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. |
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. |
PROCEDURES FOR TENDERING SHARES. |
WITHDRAWAL RIGHTS. |
CERTAIN INFORMATION CONCERNING KEZAR. |
CERTAIN INFORMATION CONCERNING PARENT AND MERGER SUB. |
SUMMARY OF THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS. |
(A) | reduce the number of Kezar Shares subject to the Offer; |
(B) | reduce the Offer Price; |
(C) | waive, amend or modify the Termination Condition; |
(D) | add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Kezar Shares; |
(E) | other than as provided in the Merger Agreement, terminate, or extend or otherwise amend or modify the expiration date of, the Offer; |
(F) | change the form or terms of consideration payable in the Offer; |
(G) | otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Kezar Shares; or |
(H) | provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. |
(i) | there must not be any judgment or other legal restraint or prohibition imposed, in each case, by any governmental entity of competent jurisdiction, or applicable Law, in each case, (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Offer, the Merger or any of the other Transactions; and |
(ii) | Purchaser must have irrevocably accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer. |
(i) | by mutual written consent of Parent, Merger Sub and Kezar; |
(ii) | by either Parent or Kezar: |
a. | if (A) the Offer Closing Time shall not have occurred on or before 11:59 p.m., Eastern Time, on the Outside Date or (B) the Offer shall have expired or been terminated and have not been extended in accordance with its terms and in accordance with the Merger Agreement without Merger Sub having accepted for payment any Shares tendered in the Offer; provided that the right to terminate the Merger Agreement shall not be available to any party hereto if the failure of the Offer Closing Time to occur on or before the Outside Date (in the case of the foregoing clause (A)) or the failure of Merger Sub to accept for payment any Shares tendered in the Offer (in the case of the foregoing clause (B)) is primarily due to a material breach of the Merger Agreement by such party; or |
b. | if any Legal Restraint permanently preventing or prohibiting the consummation of the Offer or the Merger shall be in effect and shall have become final and non-appealable; provided that the right to terminate the Merger Agreement shall not be available to any party hereto if such Legal Restraint is primarily due to such party’s failure to comply in all material respects with its obligations under Section 7.02 in respect of any such Legal Restraint; |
(iii) | by Parent, if Kezar breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform individually or in the aggregate with all such other breaches or failures to perform (i) would result in the failure of an Offer Condition and (ii) cannot be or has not been cured prior to the earlier of (x) 30 days after the giving of written notice to Kezar of such breach or failure to perform and (y) the Outside Date; provided that Parent and Merger Sub are not then in material breach of the Merger Agreement; |
(iv) | by Parent if an Adverse Recommendation Change has occurred; |
(v) | by Parent if the Minimum Closing Net Cash Condition set forth in clause (vi) of Exhibit A has not been satisfied; provided that the right to terminate the Merger Agreement shall terminate either (x) five (5) Business Days after the final determination of Closing Net Cash pursuant to Section 2.01(c) or (y) to the extent that Parent or Merger Sub’s material breach of the Merger Agreement was a principal cause of the failure of the Minimum Closing Net Cash Condition to be satisfied; |
(vi) | by Kezar, if (i) the Buyer Entities fail to commence the Offer in violation of Section 2.01 (other than primarily due to a material violation by Kezar of its obligations under Section 2.02), (ii) the Buyer Entities shall have terminated the Offer prior to its expiration date (as such expiration date may be extended in accordance with Section 2.01(a)), other than in accordance with the Merger Agreement, (iii) the Buyer Entities shall have failed to extend the Offer when required to do so in accordance with the terms of Article II, or (iv) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the time the Buyer Entities consummate the Offer, but subject to such conditions being able to be satisfied or waived) as of immediately prior to the expiration of the Offer and the Offer Closing Time shall not have occurred within three (3) Business Days following the expiration of the Offer; |
(vii) | by Kezar, if (i) (x) Parent or Merger Sub breaches any of its representations or warranties contained in the Merger Agreement, which breach had or would reasonably be expected to, individually or in the aggregate with all such other breaches, result in a Parent Material Adverse Effect or (y) Parent or Merger Sub breaches or fails to perform any of its covenants contained in the Merger Agreement in any material |
(viii) | by Kezar, if (i) Kezar Board authorizes Kezar to terminate the Merger Agreement to enter into a definitive written agreement with respect to a Superior Company Proposal, (ii) Kezar Board has complied in all material respects with its obligations under Section 6.02(b) in respect of such Superior Company Proposal and (iii) Kezar has paid, or simultaneously with the termination of the Merger Agreement pays, Kezar Termination Fee. |
• | “Superior Company Proposal” means any written bona fide Company Takeover Proposal received after the Agreement Date and that if consummated would result in a Person or group (or the stockholders of any Person) owning, directly or indirectly, (i) 50% or more of the aggregate voting power of the capital stock of Kezar or of the surviving entity or the resulting direct or indirect parent of Kezar or such surviving entity or (ii) 50% or more (based on the fair market value thereof, as determined in good faith by Kezar Board) of the consolidated assets of Kezar on terms and conditions which Kezar Board determines, in good faith, after consultation with outside counsel and its independent financial advisor, (A) would reasonably be expected to be more favorable from a financial point of view to Kezar Stockholders than the Transactions, taking into account all the terms and conditions (including all financial, regulatory, financing, conditionality, legal and other terms and conditions) of such proposal and the Merger Agreement (including any changes to the terms of the Merger Agreement proposed by Parent pursuant to Section 6.02(b)); and (B) is reasonably likely to be completed. |
(i) | Kezar terminates the Merger Agreement pursuant to Section 9.01(h) (Superior Company Proposal); |
(ii) | Parent terminates the Merger Agreement pursuant to Section 9.01(d) (Adverse Recommendation Change); or |
(iii) | (A) after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of Kezar or Kezar Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced, communicated to Kezar Board or management, is not withdrawn in the case of the Merger Agreement being subsequently terminated pursuant to Section 9.01(b)(i) (Outside Date) and the Minimum Tender Condition has not been satisfied prior to such termination (provided, that the conditions to the Offer set forth in clause (i) of Exhibit A are satisfied at the time of such termination), prior to the date that is two (2) Business Days prior to the final expiration date of the Offer, (B) the Merger Agreement is terminated by either Parent or Kezar pursuant to Section 9.01(b)(i) (Outside Date) (but in the case of a termination by Kezar, only if at such time Parent would not be prohibited from terminating the Merger Agreement pursuant to the proviso in Section 9.01(b)(i) (Outside Date)), and (C) within twelve (12) months after such termination, Kezar consummates any Company Takeover Proposal or Kezar enters into a definitive agreement with respect to any Company Takeover Proposal that is subsequently consummated. |
• | (i) enter into any new line of business or enter into any agreement, arrangement or commitment that is in excess of $150,000 or materially limits or otherwise restricts Kezar or its Affiliates, including, following the closing of the merger, Parent and its Affiliates (other than in the case of Parent and its Affiliates, due to the operation of Parent’s or its Affiliates’ own Contracts), from time to time engaging or competing in any line of business or in any geographic area or (ii) otherwise enter into any agreements, arrangements or commitments in excess of $150,000 or imposing material restrictions on its assets, operations or business; |
• | (i) declare, set aside, establish a record date in respect of, accrue or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase, redeem, offer to redeem or otherwise acquire, directly or indirectly any shares of capital stock of the Company or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock, except for (A) acquisitions of Shares in connection with the withholding or surrender of Shares by holders of Company Equity Awards outstanding on the Agreement Date in order to pay the exercise price of Company Options or to satisfy Tax obligations with respect to awards granted pursuant to the Company Stock Plans outstanding on the Agreement Date, and (B) the acquisition by Kezar of Company Equity Awards in connection with the forfeiture of such awards, in each case, in accordance with their terms; |
• | Other than as contemplated by the Merger Agreement, issue, grant, deliver, sell, authorize, pledge or otherwise encumber any shares of its capital stock or options, warrants, convertible or exchangeable securities, stock based performance units or other rights to acquire such shares or any other rights that give any person the right to receive any economic interest of any nature accruing to the holders of Shares, other than issuances of Shares upon the vesting and settlement of the Company Restricted Stock Unit Awards, issuances of Shares upon the exercise of Company Options in accordance with their terms or as contemplated by the Merger Agreement, issuances of Shares pursuant to the Company ESPP in accordance with its terms or the withholding of Shares upon the vesting and settlement of Company Restricted Stock Unit Awards to satisfy Tax withholding obligations thereunder; |
• | amend its Organizational Documents (except for immaterial or ministerial amendments); |
• | form any Subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person; |
• | except as provided pursuant to the terms of any Company Employee Plan as in effect on the Agreement Date, or pursuant to applicable Law, (i) adopt, enter into, establish, amend or modify any collective bargaining agreement, Company Employee Plan (or plan or arrangement that would be a Company Employee Plan if in effect on the Agreement Date), (ii) grant to any director, employee or individual service provider of Kezar any increase in base compensation, (iii) grant to any director, employee or individual service provider of Kezar any increase in severance or termination pay, (iv) pay or award, or commit to pay or award, any bonuses or incentive or equity compensation, (v) enter into any employment, retention, consulting, change in control, severance or termination agreement with any director, employee or individual service provider of the Company, (vi) take any action to vest or accelerate any rights or benefits under any Company Employee Plan, or the funding of any payments or benefits under any Company Employee Plan or (vii) hire any employee or individual service provider; |
• | make any change in accounting methods, principles or practices, except as may be required (i) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization or (ii) by Law, including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by Kezar’s independent public accountants; |
• | sell, lease (as lessor), license or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any Lien (other than a Permitted Lien), any properties or assets (other than Intellectual Property Rights) except (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business or (ii) pursuant to Contracts to which Kezar is a party made available to Parent and in effect prior to the Agreement Date or (iii) in accordance with the Wind-Down Process; |
• | sell, assign, lease, license, transfer, pledge, encumber (other than Permitted Liens) or otherwise dispose of, permit to lapse or abandon any material Kezar Intellectual Property Rights (other than Intellectual Property Rights set forth in the rows highlighted in gray of the table in Section 4.11(a) of the Company Disclosure Letter that Kezar has determined to abandon) that are owned by Kezar, other than in accordance with the Wind-Down Process, as required by applicable Law or in the ordinary course of business; |
• | incur or modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Kezar, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing or (ii) make any loans, advances or capital contributions to, or investments in, any other Person; |
• | make or agree to make any capital expenditures; |
• | other than in connection with the Wind-Down Process, commence any Proceeding or pay, discharge, settle, compromise or satisfy (i) any pending or threatened claims, liabilities or obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $250,000 per payment, discharge, settlement, compromise or satisfaction or $250,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions, provided such amounts are taken into account in the calculation of Closing Net Cash or (ii) any litigation, arbitration, proceeding or dispute that relates to the Transactions (which shall be governed exclusively by Section 7.07 hereof); |
• | make, change or revoke any material Tax election, change any annual Tax accounting period or any method of Tax accounting, file any amended material Tax Return, fail to timely file any material Tax |
• | other than in connection with the Wind-Down Process, amend, cancel or terminate any insurance policy naming Kezar or its Subsidiaries as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; |
• | adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); |
• | other than in connection with the Wind-Down Process, except in the ordinary course of business or in connection with any transaction to the extent specifically permitted by any other subclause, enter into, or materially modify in any respect, or expressly release any material rights under, any Company Material Contract or any Contract that, if existing on the Agreement Date, would have been a Company Material Contract; |
• | renew or enter into any agreement containing a non-compete, exclusivity, non-solicitation or similar clause that would restrict or limit, in any material respect, the operations of Kezar or any of its Subsidiaries; or |
• | authorize, commit or agree to take any of the foregoing actions. |
• | corporate matters, such as due organization, organizational documents, good standing, qualification, |
• | capitalization; |
• | subsidiaries; |
• | power and authority and enforceability; |
• | absence of conflicts and required consents and approvals; |
• | SEC filings, financial statements and absence of undisclosed liabilities; |
• | accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents; |
• | absence of certain changes (including a Company Material Adverse Effect (as defined below)) since December 31, 2025; |
• | taxes; |
• | material contracts; |
• | litigation; |
• | real property; |
• | compliance with laws; |
• | regulatory matters; |
• | environmental matters; |
• | labor matters; |
• | employee benefit plans; |
• | intellectual property; |
• | privacy and data security; |
• | brokers’ fees and expenses; |
• | absence of a stockholder rights plan and Takeover Laws; |
• | opinion of financial advisor to Kezar Board; and |
• | absence of any requirement for stockholder votes or consents in accordance with Section 251(h) of the DGCL. |
(i) | general conditions (or changes therein) in the industries in which Kezar operates, |
(ii) | general economic or regulatory, legislative or political conditions (or changes therein), including any actual or potential stoppage, shutdown, default or similar event or occurrence affecting a national or federal government, or securities, credit, banking, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets or equity price levels or trading volumes), in each case, in the United States, the European Union or elsewhere in the world, |
(iii) | any change in applicable Law or GAAP after the date hereof, |
(iv) | geopolitical conditions, the outbreak or escalation of hostilities, any acts or threats of war (whether or not declared), sabotage, or terrorism (cyber or otherwise), or any escalation or worsening of any of the foregoing, |
(v) | any epidemic, pandemic, disease outbreak or other public health-related event (or escalation or worsening of any such events or occurrences, including, in each case, the response of Governmental Officials), hurricane, tornado, flood, fire, volcano, earthquake or other natural or man-made disaster or any other national or international calamity, crisis or disaster, |
(vi) | the failure, in and of itself, of Kezar to meet any internal or external forward-looking projections, forecasts, estimates or predictions in respect of any financial or operating metrics before, on or after the Agreement Date, or changes in the market price or trading volume of the Shares or the credit rating of Kezar (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition), |
(vii) | the announcement, pendency or performance of any of the Transactions (including any actions reasonably required to effect the Wind-Down Process), including the identity of, or any facts or circumstances relating to, Parent, Merger Sub or their respective Affiliates, any stockholder Proceeding (direct or derivative) in respect of the Merger Agreement or any of the Transactions and any loss of or |
(viii) | the Company’s compliance with, or Parent’s breach of, the covenants contained in the Merger Agreement, |
(ix) | any action taken by Kezar at Parent’s express written request or with Parent’s express written consent; or |
(x) | any matter set forth in, arising out of, or disclosed in the Company Disclosure Letter or taken into account in the calculation of Closing Net Cash, except in the case of clause (i), (ii), (iii), (iv) or (v), to the extent that Kezar is disproportionately affected thereby as compared with other participants in the industries in which Kezar operates (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Company Material Adverse Effect), except in each case, with respect to clauses (i) through (v), to the extent Kezar and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which Kezar or its subsidiaries operate (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Company Material Adverse Effect). |
• | corporate matters, such as due organization and good standing; |
• | power and authority and enforceability; |
• | absence of conflicts and required consents and approvals; |
• | accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents; |
• | broker’s fees and expenses; |
• | litigation; |
• | ownership of certain Kezar common stock; and |
• | the Ultimate Parent Guarantee; |
• | sufficiency of funds; |
• | ownership of competing businesses; and |
• | foreign person status. |
(A) | “Net Cash Excess” means 100% of the amount by which Final Net Cash exceeds $50,000,000. |
(B) | “Legacy Asset Milestone and Royalty Proceeds” If the Initiation of a Clinical Study occurs by the second (2nd) anniversary of the Closing Date, then, during the 10-year period following the Closing Date, CVR holders will be entitled to receive, without duplication, a pro rata share of cash payments upon the occurrence of each of the following events, in each case with respect to such product candidate or another product candidate derived from the Legacy Assets: |
a. | “Legacy Asset Milestones” shall mean: |
1. | $500,000 upon the first dosing of the first patient enrolled after the tenth (10th) patient in a Phase 2 or Phase 3 clinical trial of a product candidate derived from the Legacy Assets, where such patient is not required to undergo 24-hour in-unit monitoring; |
2. | $5,000,000 upon submission of a new drug application (“NDA”) to the FDA; |
3. | $12,500,000 upon NDA approval; |
4. | $20,000,000 if Legacy Asset Net Sales (as defined in the CVR Agreement) are equal to or greater than $500,000,000 in any calendar year; and |
5. | $50,000,000 if Legacy Asset Net Sales are equal to or greater than $1,000,000,000 in any calendar year. |
b. | “Legacy Asset Royalty” shall mean royalty payments in the amount of 3% of the aggregate Legacy Asset Net Sales (as defined in the CVR Agreement). |
(C) | “Legacy Asset Transaction Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date from a Legacy Asset Transaction Agreement that is entered into during the 2-year period following the Closing Date. |
(D) | “Everest Collaboration Proceeds” means 90% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Everest Collaboration. |
(E) | “Enodia Proceeds” means 100% of the Net Proceeds, if any, Parent receives during the 10-year period following the Closing Date arising out of the Enodia Asset Purchase Agreement. |
SOURCE AND AMOUNT OF FUNDS. |
CONDITIONS OF THE OFFER. |
(a) | prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one Share more than 50% of the number of Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or |
(b) | any of the following conditions exist or shall have occurred and be continuing at the Expiration Date: |
(i) | there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other Transactions; |
(A) | any representation or warranty of Kezar set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01(a) (Due Organization; Subsidiaries), Section 4.03 (Authority; Binding Nature of Agreement), Section 4.04 (No Vote Required), Section 4.05(a)(i) (Non Contravention), Section 4.06 (Capitalization), Section 4.08(a)(ii) (No Material Adverse Effect), Section 4.19 (No Financial Advisors) and Section 4.25 (Opinion of Financial Advisor)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”); |
(B) | any representation or warranty of Kezar set forth in Section 4.01(a) (Due Organization; Subsidiaries), Section 4.03 (Authority; Binding Nature of Agreement), Section 4.04 (No Vote Required), Section 4.05(a)(i) (Non Contravention), Section 4.06 (Capitalization), (other than with respect to Section 4.06(a) and Section 4.06(c)), Section 4.19 (No Financial Advisors) and Section 4.25 (Opinion of Financial Advisor), shall not be true and correct in all material respects as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date); |
(C) | any representation or warranty of Kezar set forth in Section 4.06(a) and Section 4.06(c) (Capitalization) shall not be true and correct other than in de minimis respects at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date); and |
(D) | any representation or warranty of Kezar set forth in Section 4.08(a)(ii) (No Material Adverse Effect) shall not be true and correct in all respects as of such time; |
(iii) | Kezar shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including, without limitation, Kezar’s obligations under Section 6.02 of the Merger Agreement; |
(iv) | Parent shall have failed to receive from Kezar a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Kezar, certifying to the effect that the Offer Conditions set forth in clauses (ii) and (iii) have been satisfied as of immediately prior to the expiration of the Offer; |
(v) | the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or |
(vi) | the Closing Net Cash as finally determined pursuant to Section 2.01(c) of the Merger Agreement is less than $50,000,000, unless following such final determination that the Closing Net Cash is less than $50,000,000 the Merger Agreement has not been terminated within five (5) Business Days thereafter pursuant to Section 9.01(e) of the Merger Agreement (the “Minimum Closing Net Cash Condition”). |
DIVIDENDS AND DISTRIBUTIONS. |
CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. |
• | within the later of the consummation of the Offer (which will occur at the date and time of the acceptance for payment of Shares pursuant to and subject to the conditions of the Offer) and 20 days after the sending of the Schedule 14D-9, deliver to Kezar at the address indicated in the Schedule 14D-9 a written demand for appraisal of their Shares, which demand must reasonably inform Kezar of the identity of the person making the demand and that the person is demanding appraisal and, in the case of a demand made by a beneficial owner of Shares, must also reasonably identify the holder of record of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL; |
• | not tender his, her or its Shares pursuant to the Offer (or, if tendered, validly and subsequently withdraw such Shares prior to the time Parent accepts properly tendered Shares for purchase); and |
• | continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time. |
FEES AND EXPENSES. |
MISCELLANEOUS. |
Aurinia Pharma U.S., Inc. | |||
Aurinia Merger Sub, Inc. | |||
Aurinia Pharmaceuticals Inc. | |||
April 13, 2026 | |||
1. | Aurinia Pharma U.S., Inc. |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information | ||
Kevin Tang, Chief Executive Officer, Director Citizenship: United States | Mr. Tang has served as Aurinia’s Chief Executive Officer since March 2026 and as Chair of the Board since 2024. He is President of Tang Capital Management, LLC, a life sciences-focused investment company he founded in 2002. From 2014 through its acquisition by Innoviva, Inc. in 2022, Mr. Tang served as Chairman of La Jolla Pharmaceutical Company. In 2013, he founded Odonate Therapeutics, Inc. and served as its Chairman and Chief Executive Officer through 2022. Mr. Tang co-founded Heron Therapeutics, Inc. in 2009 and served as Director from 2009 to 2012 and Chairman from 2012 to 2020. From 2009 through its acquisition by Endo, Inc. (now Keenova Therapeutics plc) in 2010, he served as Director of Penwest Pharmaceuticals Co. In 2006, Mr. Tang co-founded Ardea Biosciences, Inc. and served as a Director through its acquisition by AstraZeneca PLC in 2012. From 2001 to 2008, he served as a Director of Trimeris, Inc. From 1993 to 2001, Mr. Tang was a research analyst at Deutsche Banc Alex Brown, Inc., an investment banking firm, and most recently was a Managing Director and head of the firm’s Life Sciences research group. Mr. Tang received a B.S. degree from Duke University. | ||
Michael Hearne, Chief Financial Officer, Director Citizenship: United States | Mr. Hearne has served as Aurinia’s Chief Financial Officer since March 2026. He has served as Chief Financial Officer of Tang Capital Management, LLC since 2015. From 2020 through its acquisition by Innoviva, Inc. in 2022, Mr. Hearne served as Chief Financial Officer of La Jolla Pharmaceutical Company. From 2015 to 2022, he served in various positions at Odonate Therapeutics, Inc., most recently serving as Chief Financial Officer. From 2014 to 2015, Mr. Hearne served as a partner at Weaver and Tidwell, LLP. From 2000 to 2008, he served as a partner at Rothstein Kass & Company. In 1987, Mr. Hearne started his career in public accounting at Coopers & Lybrand LLP (now PricewaterhouseCoopers LLP). Mr. Hearne received a B.S. degree and a MAcc degree from Brigham Young University and is a Certified Public Accountant (inactive) in the State of California. | ||
Ryan Cole, Chief Operating Officer, Director Citizenship: United States | Mr. Cole has served as Aurinia’s Chief Operating Officer since March 2026. He has served in various positions at Tang Capital Management, LLC since 2014, most recently serving as Chief Operating Officer. From 2014 to 2021, Mr. Cole served in various positions at Odonate Therapeutics, Inc., most recently serving as Senior Vice President of Operations. From 2012 to 2014, he served as Senior Financial Analyst, Mergers and Acquisitions at Life Technologies Corporation (now Thermo Fisher Scientific Inc.). From 2009 to 2012, Mr. Cole served in various positions at Ernst & Young LLP, most recently serving as Senior, Assurance and Advisory Services. Mr. Cole received a B.S. degree from Santa Clara University and is a Certified Public Accountant (inactive) in the State of California. | ||
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information | ||
Stephen Robertson, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer Citizenship: Canada | Mr. Robertson has served as Aurinia’s Chief Legal Officer, Corporate Secretary and Chief Compliance Officer since April 2026. From 2020 to 2026, Mr. Robertson served as Aurinia’s Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. From 2014 to 2020, he served as Partner at Borden Ladner Gervais LLP. From 2015 to 2020, Mr. Robertson served as an Adjunct Professor at the Allard School of Law at the University of British Columbia. Mr. Robertson received an LL.B. degree from the University of Manitoba. | ||
2. | Aurinia Merger Sub, Inc. |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Kevin Tang Chief Executive Officer, Director Citizenship: United States | Refer above. | ||
Michael Hearne Chief Financial Officer Citizenship: United States | Refer above. | ||
Ryan Cole Chief Operating Officer Citizenship: United States | Refer above. | ||
Stephen Robertson Chief Legal Officer, Corporate Secretary and Chief Compliance Officer Citizenship: Canada | Refer above. | ||
3. | Aurinia Pharmaceuticals Inc. |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Kevin Tang Chief Executive Officer, Director (Chair) Citizenship: United States | Refer above. | ||
Michael Hearne Chief Financial Officer Citizenship: United States | Refer above. | ||
Ryan Cole Chief Operating Officer Citizenship: United States | Refer above. | ||
Stephen Robertson Chief Legal Officer, Corporate Secretary and Chief Compliance Officer Citizenship: Canada | Refer above. | ||
Jeffrey Bailey Director Citizenship: United States | Mr. Bailey has served as Aurinia’s Director since 2023. He has served as Director of Aberdeen Healthcare Funds since 2023. From 2020 through its acquisition by Aberdeen Investments in 2023, Mr. Bailey served as Chair of Tekla Capital Management LLC, a healthcare-focused investment company. From 2017 through 2023, he served as Chairman of Aileron Therapeutics, Inc. (now Rein Therapeutics, Inc.). Mr. Bailey has held multiple President, Chief Executive Officer and leadership roles at biotechnology and pharmaceutical companies where he oversaw improvements in strategic operations and led the organizations through successful acquisitions, including BioDelivery Sciences International, Inc. from 2020 through its acquisition by Collegium Pharmaceutical, Inc. in 2022, IlluminOss Medical, Inc. from 2018 through its acquisition by HealthpointCapital, LLC in 2020, Neurovance, Inc. from 2015 through its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2017, Lantheus Medical Imaging, Inc. (now Lantheus Holdings, Inc.) from 2013 to 2015 and Fougera Pharmaceuticals Inc. from 2011 through its acquisition by Sandoz Group AG in 2012. From 2010 to 2011, he served as Chief Commercial Officer at King Pharmaceuticals, Inc. (now Pfizer Inc.). From 2008 to 2010, Mr. Bailey was President and General Manager at Novartis AG. From 1984 to 2004, he held various positions at Johnson & Johnson, most recently serving as Vice President of Sales. Mr. Bailey received a B.B.A. degree from Rutgers University. | ||
Kathy Goetz Director Citizenship: United States | Ms. Goetz has served as Aurinia’s Director since 2025. She currently serves as Director of Aberdeen Healthcare Funds (formerly managed by Tekla Capital Management LLC). From 2007 to 2019, Ms. Goetz held various positions at Novartis AG, most recently serving as Vice President and Head of Sales. She has received numerous industry leadership awards, including the Healthcare Businesswomen’s Association Rising Star Award. Ms. Goetz received a B.B.A. degree from Iowa State University. | ||
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Craig Johnson Director Citizenship: United States | Mr. Johnson has served as Aurinia’s Director since 2024. He has served as Director of Heron Therapeutics, Inc. since 2014. From 2013 through its acquisition by Bristol-Myers Squibb Company in 2024, Mr. Johnson served as Director of Mirati Therapeutics, Inc. From 2017 to 2022, he served as Director of Odonate Therapeutics, Inc. From 2013 through its acquisition by Innoviva, Inc. in 2022, Mr. Johnson served as Director of La Jolla Pharmaceutical Company. From 2015 to 2018, he served as Director of Decipher Biosciences, Inc. (now Veracyte, Inc.). From 2011 to 2014, Mr. Johnson served as Director of Adamis Pharmaceuticals Corp. (now DMK Pharmaceuticals Corp.). From 2008 through its acquisition by AstraZeneca PLC in 2012, he served as Director of Ardea Biosciences, Inc. (now AstraZeneca PLC). Mr. Johnson served as Vice President and Chief Financial Officer of TorreyPines Therapeutics, Inc. from 2004 until its acquisition by Raptor Pharmaceutical Corp. (now Amgen Inc.) in 2009, and then as Vice President of a wholly-owned subsidiary of Raptor Pharmaceutical Corp. (now Amgen Inc.) from 2009 to 2010. From 1994 to 2004, he held various positions at MitoKor, Inc., most recently serving as Chief Financial Officer and Senior Vice President of Operations. Mr. Johnson practiced as a Certified Public Accountant for PricewaterhouseCoopers LLP. Mr. Johnson received a B.B.A. degree from the University of Michigan-Dearborn. | ||
Tina S. Nova, Ph.D. Director Citizenship: United States | Dr. Nova has served as Aurinia’s Director since 2025. From 2021 to 2023, she served as President of Veracyte, Inc. From 2018 through its acquisition by Veracyte, Inc. in 2021, Dr. Nova served as President and Chief Executive Officer of Decipher Biosciences, Inc. From 2015 to 2018, she served as President and Chief Executive Officer of Molecular Stethoscope, Inc. (now Superfluid Dx, Inc.). From 2014 to 2015, Dr. Nova served as Executive Vice President and General Manager of Illumina, Inc. From 2000 to 2014, including its acquisition by Novartis AG in 2011, Dr. Nova served as President and Chief Executive Officer of Genoptix, Inc. (now Neogenomics, Inc.). From 1984 to 2000, she held various positions at Hybritech, Inc. (now Eli Lilly & Company), Selective Genetics, Inc., and Nanogen, Inc. (now Bruker Corporation). Dr. Nova received a B.S. degree from the University of California, Irvine, and a Ph.D. degree from the University of California, Riverside. Dr. Nova conducted her Post-Doctoral Research at New York University Medical Center. | ||
If delivering by mail: | If delivering by hand, express mail, courier, or other expedited service: | ||
Broadridge, Inc. Attention: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 | Broadridge, Inc. Attention: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 | ||