Keros Therapeutics, a clinical-stage biopharmaceutical company, has announced plans to return $375 million in excess capital to its shareholders. The company has entered into share purchase agreements to repurchase all of the shares of the company’s common stock held by Adar1 Capital Management and Pontifax Venture Capital at a purchase price of $17.75 per share in cash, totaling approximately $181 million.
In addition to the share repurchase agreements, Keros also intends to commence a tender offer to repurchase up to $194 million of additional shares at the same purchase price of $17.75 per share in cash. These transactions are expected to be funded from the company’s existing cash and cash equivalents.
The company has also announced its plan to distribute 25% of any net cash proceeds it receives on or before December 31, 2028, from its global license agreement with Takeda Pharmaceuticals U.S.A., Inc. to Keros stockholders.
Following the closing of the transactions with Adar1 and Pontifax, Keros plans to commence the tender offer by the end of October 2025, subject to market conditions. This move is part of the company's capital return program, which reflects its confidence in the outlook for Keros and the prospects for its key clinical program, Ker-065.
Jean-Jacques Bienaimé, Chair of the Board of Directors, expressed the company's focus on the execution of its clinical strategy and its confidence in targeting a first quarter 2026 start of the phase 2 clinical trial of Ker-065 in patients with Duchenne muscular dystrophy, subject to positive regulatory interaction.
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. LLC is serving as Keros’ financial advisor, and Cooley LLP is serving as legal counsel in these transactions.
Keros Therapeutics is a leader in understanding the role of the transforming growth factor-beta (TGF-ß) family of proteins and is focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders linked to dysfunctional signaling of these proteins. The company's lead product candidate, Ker-065, is being developed for the treatment of neuromuscular diseases, with an initial focus on Duchenne muscular dystrophy, while its most advanced product candidate, Elritercept, is being developed for the treatment of cytopenias in patients with myelodysplastic syndrome and myelofibrosis. The market has reacted to these announcements by moving the company's shares -5.04% to a price of $15.09. Check out the company's full 8-K submission here.
