Exhibit (a)(1)(C)
Offer to Purchase
All Issued and Outstanding Shares of Common Stock
of
KEZAR LIFE SCIENCES, INC.
at
A Cash Amount of $6.955 per Share, Plus One Nontransferable Contractual Contingent Value Right for Each Share (“CVR”), Which Represents the Right to Receive One or More Potential Cash Payments, Contingent upon: (i) Final Net Cash in Excess of $50,000,000; (ii) If the Initiation of a Clinical Study of the Legacy Assets Occurs By the Second (2nd) Anniversary of the Closing Date, the Achievement of Legacy Asset Milestones or Legacy Asset Royalties Within Ten (10) Years Following the Closing Date; (iii) the Receipt of Proceeds from Any Legacy Asset Transaction Agreement that is Entered Into Within Two (2) Years Following the Closing Date and Such Proceeds Are Received Within Ten (10) Years Following the Closing Date; and (iv) the Receipt of Proceeds from the Everest Collaboration or the Enodia Asset Purchase Agreement Within Ten (10) Years Following the Closing Date, in Each Case as Described in the CVR Agreement.
Pursuant to the Offer to Purchase
Dated April 13, 2026
by
AURINIA PHARMA U.S., INC.
AURINIA MERGER SUB, INC.
a wholly owned subsidiary of Purchaser
and
AURINIA PHARMACEUTICALS INC.
solely for purposes of Section 10.13 of the Merger Agreement
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER
11:59 P.M. EASTERN TIME ON MAY 8, 2026 (THE “EXPIRATION DATE”),
UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
April 13, 2026
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Aurinia Pharma U.S., Inc., a Delaware corporation (“Parent” or “Purchaser”), to act as Depositary and Paying Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Kezar Life Sciences, Inc., a Delaware corporation (“Kezar”), for: (i) $6.955 per Share in cash (the “Cash Amount”); plus (ii) one nontransferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. On March 29, 2026, the Kezar board of directors (the “Kezar Board”) unanimously: (i) determined that the Offer, the Merger (as defined in the Offer to Purchase) and the other transactions contemplated by the Agreement and Plan of Merger, dated as of March 30, 2026 (together with any amendments or supplements thereto, the “Merger Agreement”) and the Contingent Value Rights Agreement (the “CVR Agreement”) (collectively, the “Transactions”) are fair to, and in the best interests of