Keros Therapeutics, a clinical-stage biopharmaceutical company, has announced a plan to return $375 million in excess capital to its shareholders. This includes the repurchase of all shares held by Adar1 Capital Management and Pontifax Venture Capital at a purchase price of $17.75 per share in cash, totaling approximately $181 million. Additionally, Keros plans to commence a tender offer to repurchase up to $194 million of additional shares at the same purchase price.
The company also announced its intention to distribute 25% of any net cash proceeds received on or before December 31, 2028, from its global license agreement with Takeda Pharmaceuticals U.S.A., Inc. to Keros stockholders.
Following these transactions, Keros aims to commence the tender offer by the end of October 2025, subject to market conditions, and expects to fund it from its existing cash and cash equivalents.
The Chair of the Board of Directors, Jean-Jacques Bienaimé, expressed confidence in Keros' outlook and the prospects for its key clinical program, Ker-065. He highlighted the company's focus on the execution of its clinical strategy and targeted a first quarter 2026 start of the phase 2 clinical trial of Ker-065 in patients with Duchenne muscular dystrophy, pending positive regulatory interaction.
Daniel Schneeberger, founder and chief investment officer at Adar1 Capital Management, acknowledged the commitment by Keros to return a portion of the Takeda licensing revenue directly to investors, emphasizing the positive step toward enhancing long-term stockholder value.
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, who recommended and approved the repurchase transactions and subsequent tender offer.
Goldman Sachs & Co. LLC is serving as Keros’ financial advisor, and Cooley LLP is serving as legal counsel in these transactions.
Keros Therapeutics is known for its focus on developing novel therapeutics to treat disorders linked to dysfunctional signaling of the TGF-ß family of proteins. Its lead product candidate, Ker-065, is being developed for the treatment of neuromuscular diseases, with an initial focus on Duchenne muscular dystrophy.
These initiatives indicate Keros' commitment to enhancing shareholder value and strengthening its financial position as it progresses its clinical programs. Following these announcements, the company's shares moved -5.04%, and are now trading at a price of $15.09. Check out the company's full 8-K submission here.
