Aurinia Pharmaceuticals announced that it has entered into a definitive merger agreement to acquire Kezar Life Sciences, Inc. for $6.955 in cash per share, along with a contingent value right tied to future milestones and financial outcomes.
The transaction includes potential additional payments linked to the clinical development or disposition of zetomipzomib, proceeds from Kezar’s collaboration with Everest Medicines, and its prior sale of a discovery program to Enodia Therapeutics. It also includes any closing net cash above $50 million, subject to certain expenses.
Kezar’s board of directors unanimously approved the deal following a strategic review process, determining that the acquisition is in the best interests of the company and its shareholders.
Zetomipzomib, Kezar’s lead product candidate, is a first-in-class immunoproteasome inhibitor being developed for autoimmune hepatitis, lupus nephritis, and systemic lupus erythematosus. The therapy has demonstrated clinically meaningful, durable steroid-sparing remissions in a Phase 2 study for autoimmune hepatitis and has received positive regulatory feedback from the U.S. Food and Drug Administration to accelerate development.
Under the agreement, Aurinia will launch a tender offer by April 13, 2026, to acquire all outstanding shares of Kezar. The deal is subject to customary closing conditions, including a majority of shares being tendered and Kezar maintaining sufficient net cash levels.
Following the tender offer, Aurinia will complete the acquisition of any remaining shares at the same price and terms. Tang Capital Partners, LP, which owns approximately 9.0% of Kezar’s outstanding shares, has agreed to support the transaction.
The acquisition is expected to close in the second quarter of 2026.
Advisors to the transaction include TD Cowen as financial advisor and Cooley LLP as legal counsel to Kezar.
Aurinia currently markets LUPKYNIS, the first FDA-approved oral therapy for active lupus nephritis, and is developing additional therapies targeting autoimmune diseases. The acquisition of Kezar is expected to strengthen its pipeline with a novel therapeutic candidate.
KEY QUOTE:
“We are pleased to conclude our strategic review process with this agreement with Aurinia, which will provide immediate liquidity to our shareholders, as well as ongoing participation in the value of zetomipzomib. With its successful track record developing and commercializing treatments for autoimmune diseases, Aurinia is well positioned to continue the development of this novel therapeutic agent,”
Chris Kirk, Chief Executive Officer of Kezar Life Sciences
