Ademi LLP is investigating Kinnate (Nasdaq: KNTE) for possible breaches of fiduciary duty and other violations of law in its transaction with XOMA.
In the transaction, Kinnate shareholders will receive only (i) a base cash price of $2.3352 per share and (ii) an additional cash amount of not more than $0.2527 per share at the closing of the merger plus a non-transferable contingent value right (CVR), representing the right to receive 85% of the net proceeds from any out license or sale of the Kinnate programs effected within one year of closing of the merger or 100% of the net proceeds from any out license or sale executed prior to the closing. The transaction agreement unreasonably limits competing transactions for Kinnate by imposing a significant penalty if Kinnate accepts a competing bid. Kinnate insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Kinnate’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.