Tender Offer - Kronos Bio, Inc.

Form Type: SC 14D9

Filing Date: 2025-05-15

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025043969

Filing Summary: On May 15, 2025, Kronos Bio, Inc. filed a Schedule 14D-9 relating to a tender offer initiated by Concentra Merger Sub IV, Inc., a subsidiary of Concentra Biosciences, LLC, to acquire all outstanding shares of Kronos' common stock. The offer proposes a cash payment of $0.57 per share plus one non-transferable contingent value right (CVR) per share, as part of the total offer price. This tender offer is part of a broader Merger Agreement that outlines the steps for the merger of Kronos with the purchaser. Key provisions include the cancellation of non-tendered shares at closing, varying treatment of stock options and restricted stock units, and details on the CVRs which relate to future performance-based payments. The offer conditions include a required minimum number of shares to be tendered and the availability of sufficient cash. This merger is set to occur without a stockholder vote, enabled by Delaware law provisions. The filing also provides full details of the offer, the merger agreement, and key agreements related to the transaction, ensuring stakeholders are informed of their rights and the effects on their holdings.