Cooley Advises on Keros’ Strategic Review Process, Negotiated Share Repurchase Transactions and Planned Issuer Tender Offer
New York – October 15, 2025 – Cooley advised Keros Therapeutics, a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a range of patients with disorders linked to dysfunctional signaling of the transforming growth factor-beta family of proteins, in connection with Keros’ review of strategic alternatives and related shareholder activism campaigns by ADAR1 Capital Management, culminating in a $375 million shareholder capital return featuring an issuer tender offer open to all Keros stockholders and share purchase agreements with ADAR1 and Pontifax Venture Capital, Keros’ two largest stockholders. Pontifax and ADAR1 have agreed to certain customary standstill restrictions and voting commitments in connection with the share repurchases, which were completed on October 15. The issuer tender offer is expected to commence by the end of October.
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 subsequently did.
Lawyers Bill Roegge, Kevin Cooper, Ryan Sansom, Marc Recht, Sarah Lightdale, Minkyu Park, Julia Kim, Katie Benvenuti and Susan Choy led the multidisciplinary Cooley team advising Keros on the transactions.
Cooley previously advised Keros on several activism defense matters, including its adoption of a shareholder rights plan, its successful defense of a “vote no” campaign waged by ADAR1 at the company’s 2025 annual meeting and its prior letter agreement with Pontifax, as well as on its $110 million initial public offering in April 2020, subsequent follow-on offerings and its up to $1.1 billion license agreement with Takeda Pharmaceuticals.
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