Keros Therapeutics Adopts Defense Strategy Against Potential Hostile Takeover, Explores Sale: Retail’s Overjoyed
Synopsis
The company said the plan aims to reduce the likelihood of any entity or person gaining control of Keros through open-market accumulation without paying all stockholders an appropriate control premium.
Shares of Keros Therapeutics, Inc. (KROS) traded 14% higher on Thursday morning after the company adopted a poison pill plan to fend off hostile takeovers by a number of investors that have rapidly accumulated a significant number of shares in the firm.
The defense strategy, a limited-duration stockholder rights plan, will reduce the likelihood that a hostile group gains control of Keros through open-market accumulation without paying all stockholders an appropriate control premium.
As per the plan, if any entity acquires ownership of 10% or more, or 15% in the case of passive institutional investors, of Keros’ outstanding common stock in a transaction not approved by the Board, other shareholders can purchase additional shares at a discount.
The company adopted the plan after a number of investors who accumulated the company’s common stock indicated a desire to gain control over the firm. This included an individual investor who informed the company that it holds 11.2% of Keros’ outstanding common stock as of April 6, 2025. The company did not name the investor.
Keros said that its board has also decided to initiate a formal review process to evaluate strategic alternatives to maximize stockholder value for the company.
A committee will consider a range of strategic alternatives including the sale of the company or other business combination transaction, continued investment in its pipeline, or return of excess capital to stockholders.
The company added that there is no assurance the review will lead to the company pursuing a transaction.
On Stocktwits, retail sentiment around Keros jumped from ‘neutral’ to ‘extremely bullish’ while message volume rose from ‘low’ to ‘extremely high’ over the past 24 hours.
KROS shares are down by about 26% year-to-date and 81% over the past 12 months.
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