aibioAurinia completes Kezar Life Sciences acquisition after tender offer at $6.955 per share plus CVR
Tickers AUPH
Aurinia said on May 11, 2026 that it completed its acquisition of Kezar Life Sciences. Holders received $6.955 in cash plus one contingent value right per share, after a tender offer in which 5,927,580 Kezar shares, about 80.24% of those outstanding, were validly tendered.
Key facts
- Company
- Aurinia Pharmaceuticals Inc (NASDAQ: AUPH)
- News type
- Mergers
- Primary source
- Aurinia Pharmaceuticals Inc. Form 8-K filed May 11, 2026 (SEC EDGAR)
Aurinia Pharmaceuticals Inc. (Nasdaq: AUPH) completed its acquisition of Kezar Life Sciences, Inc. The tender offer expired on May 8, 2026, and the merger closed on May 11, 2026. Aurinia reported the closing in a Form 8-K signed by Chief Financial Officer Michael Hearne. The filing says Kezar became a wholly owned subsidiary of Aurinia Pharma U.S., Inc., the buyer the 8-K calls Parent.
The 8-K refers to a filing of April 3, 2026 that disclosed the agreement. The merger agreement is dated March 30, 2026, and the parties are Kezar, Parent, Aurinia Merger Sub, Inc., and, for one section only, Aurinia itself.
The price
Parent offered $6.955 per Kezar share in cash, without interest, plus one non-tradeable contingent value right, or CVR, for each share. The offer was made under an Offer to Purchase dated April 13, 2026. A CVR gives the holder a right to possible future payments under a separate agreement. The CVR Agreement is dated May 11, 2026. It names Broadridge Corporation Issuer Solutions, LLC as rights agent and Fortis Advisors LLC as the stockholders' representative.
The 8-K does not describe the conditions for any CVR payment, the amounts or the deadlines. Those terms sit in the exhibit, and the filing does not summarize them.
The tender offer
The offer expired at one minute after 11:59 p.m. Eastern Time on Friday, May 8, 2026, and was not extended. According to Broadridge, the depositary, 5,927,580 shares had been validly tendered and not validly withdrawn at expiration. The 8-K says that represents about 80.24% of Kezar's outstanding shares. That cleared the minimum tender condition in the merger agreement, and the filing says all other conditions were met. Parent accepted all validly tendered shares for payment.
The merger and the options
The remaining merger conditions were then satisfied. On May 11, 2026, Merger Sub merged into Kezar, which continued as the surviving corporation and became a wholly owned subsidiary of Parent. Because the deal used Section 251(h) of the Delaware General Corporation Law, no Kezar stockholder vote was required.
Each outstanding Kezar share, except treasury shares, shares held by Parent or its subsidiaries, and shares held by holders who properly exercise appraisal rights, was converted into the right to receive the offer price, less any withholding taxes. Kezar's stock options all became fully vested. Options with an exercise price below the $6.955 cash amount were cancelled in exchange for a cash payment equal to the spread, and the holder also received one CVR for each underlying share. Options at or above the cash amount were cancelled for no payment. Kezar's 2018 Employee Stock Purchase Plan ended immediately before the merger, and no new offering period began after the merger agreement was signed.
What Aurinia gets and what it spends
The 8-K does not describe Kezar's business, cash, losses or pipeline.
Aurinia's own position is described in its annual report on Form 10-K, filed February 26, 2026. The report says Aurinia introduced LUPKYNIS, a voclosporin therapy, in January 2021 as the first FDA-approved oral therapy for adults with active lupus nephritis. It also says Aurinia is developing aritinercept for the potential treatment of autoimmune diseases.
Net product sales were $271.3 million in 2025, up 25% from $216.2 million in 2024. Cash, cash equivalents, restricted cash and investments were $398.0 million at December 31, 2025, compared with $358.5 million a year earlier. Cash and cash equivalents alone were $80.2 million at that date. In 2025 Aurinia also repurchased 12.2 million of its own shares for $98.2 million.
The 10-K's cash flow statement shows $135.7 million from operating activities in 2025, against $44.4 million in 2024. Net income was $287.2 million for 2025 and $5.8 million for 2024. The 8-K does not say how the Kezar purchase will be paid for or what the total cost will be.
Who signed
Michael Hearne, Chief Financial Officer, signed the 8-K for Aurinia.