Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
KRONOS BIO, INC.
at
A Cash Amount of $0.57 per Share, Plus One Non-Transferable Contractual Contingent Value Right for Each Share (“CVR”), Which Represents the Right to Receive One or More Potential Cash Payments, Contingent upon: (i) the Receipt of Proceeds from Any CVR Product Disposition that Occurs Within Two (2) Years Following the Merger Closing Date; (ii) the Receipt of Proceeds from Any Legacy Product Disposition that Occurs Prior to the Merger Closing Date and Such Proceeds Are Received Prior to the Sixth (6th) Anniversary of the Merger Closing Date; (iii) the Realization of Cost Savings prior to the Merger Closing Date; and (iv) the Realization Cost Savings between the Merger Closing Date and the Third (3rd) Anniversary of the Merger Closing Date, as Described in the CVR Agreement.
Pursuant to the Offer to Purchase
Dated May 15, 2025
by
CONCENTRA MERGER SUB IV, INC.
a wholly owned subsidiary of
CONCENTRA BIOSCIENCES, LLC
TANG CAPITAL PARTNERS, LP
TANG CAPITAL MANAGEMENT, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON JUNE 13, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
May 15, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Concentra Merger Sub IV, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), to act as Depositary and Paying Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Kronos Bio, Inc., a Delaware corporation (“Kronos”), for: (i) $0.57 per Share in cash (the “Cash Amount”); plus (ii) one non-transferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. On April 30, 2025, the Kronos board of directors (the “Kronos Board”) at a duly called meeting: (i) determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement and the CVR Agreement (collectively, the “Transactions”) are fair to, and in the best interests of, Kronos and Kronos’ stockholders; (ii) approved and declared advisable the Merger and the execution, delivery and performance by Kronos of the Merger Agreement and the consummation by Kronos of the Transactions; (iii) resolved to recommend that Kronos’ stockholders accept the Offer and tender their shares of Kronos Common Stock in the Offer; and (iv) resolved that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL and the Merger will be consummated as soon as practicable following the Offer Closing Time.