Keros Therapeutics announces share repurchase program

Keros Therapeutics (KROS) announced that, as part of its previously announced $375M capital return program, it has entered into share purchase agreements to repurchase all of the shares of the Company’s common stock beneficially owned by each of ADAR1 Capital Management and Pontifax Venture Capital at a purchase price of $17.75 per share in cash. The aggregate purchase price for the repurchase is approximately $181M, which is expected to be funded from the Company’s existing cash and cash equivalents. The transactions are expected to close on October 15. In connection with the Purchase Agreements, Ran Nussbaum and Tomer Kariv have tendered their resignations to the Board of Directors, effective immediately. In connection with its entry into the Purchase Agreements, Keros announced that it plans to distribute 25% of any net cash proceeds it receives on or before December 31, 2028 from its global license agreement with Takeda Pharmaceuticals (TAK) U.S.A.,to Keros stockholders. Following the closing of the transactions with ADAR1 and Pontifax, the Company intends to commence a tender offer for up to $194M in value of shares, subject to market conditions, at a purchase price of $17.75 per share in cash. The Company presently intends to commence the tender offer by the end of October. The Company expects to fund the tender offer from its existing cash and cash equivalents. The negotiation and approval of the repurchase transactions with ADAR1 and Pontifax were overseen by a Capital Return Committee of Keros’ Board of Directors, composed entirely of independent and disinterested directors. The Committee recommended that the full Board approve the repurchase transactions and the subsequent tender offer, which the Board approved. Goldman Sachs & Co. is serving as Keros’ financial advisor, and Cooley LLP is serving as legal counsel.