Aurinia Enters Merger Agreement to Acquire Kezar for $6.955 per Share

Aurinia Pharmaceuticals (AUPH) has entered into a definitive merger agreement to acquire Kezar Life Sciences (KZR) for $6.955 in cash per share of Kezar common stock, plus one non-transferable contingent value right, which represents the right to receive: potential payments relating to the ongoing clinical development or disposition of zetomipzomib; certain proceeds relating to Kezar's collaboration with Everest Medicines and Kezar's sale of its Sec61-based discovery and development program to Enodia Therapeutics; and 100% of Kezar's closing net cash in excess of $50M, net of certain post-closing CVR-related expenses. Following a strategic review process conducted by the Kezar board of directors with the assistance of Kezar's management and external legal and financial advisors, the Kezar board of directors has unanimously: determined that the acquisition by Aurinia is in the best interests of Kezar and its stockholders; and approved the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby. Zetomipzomib, Kezar's lead product candidate, is a first-in-class immunoproteasome inhibitor in development for patients with autoimmune hepatitis, lupus nephritis and systemic lupus erythematosus. Zetomipzomib demonstrated clinically meaningful and durable steroid-sparing remissions in the PORTOLA Phase 2 AIH study. Kezar had positive interactions with the US Food and Drug Administration in a recent Type C meeting aimed to accelerate the development of zetomipzomib in AIH. Pursuant to the terms of the Merger Agreement, Aurinia will, through its wholly owned subsidiary, Aurinia Pharma U.S., and its merger subsidiary, Aurinia Merger Sub, commence a tender offer by April 13, to acquire all outstanding shares of Kezar common stock. The closing of the Offer is subject to certain conditions, including the tender of shares of Kezar common stock representing at least a majority of the total number of outstanding shares, Kezar having closing net cash in excess of $50M, net of certain post-closing CVR-related expenses and other customary closing conditions. Immediately following the closing of the Offer, Kezar will be acquired by Aurinia, and all remaining shares not tendered in the Offer, other than shares owned directly or indirectly by Aurinia or Kezar or a subsidiary thereof or validly subject to appraisal, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the Offer. Tang Capital Partners, which holds approximately 9.0% of Kezar's outstanding common stock, has signed a tender and support agreement under which it has agreed to tender its shares in the Offer and support the transaction. The transaction is expected to close in the second quarter of 2026.