Tvardi Therapeutics (TVRD) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a Nasdaq-listed, clinical-stage biopharma focused on STAT3-targeted therapies for fibrosis-driven diseases, leveraging Tvardi's pipeline and Cara's financial resources.

• Strategic review by Cara's board concluded the merger offers stockholders participation in innovative fibrosis treatments and advances the mission to improve patient outcomes.

• NASDAQ listing and strengthened balance sheet position the combined entity for value-creating milestones.

Financial terms and conditions

• All-stock transaction: pre-merger Cara stockholders to own 17% and Tvardi investors 83% of the combined company, subject to adjustment based on Cara's net cash at closing.

• Tvardi recently raised $28 million in private financing; combined cash expected to fund operations into the second half of 2026.

• Cara will sell certain assets and rights related to Korsuva and Kapruvia to Vifor Fresenius Medical Care Renal Pharma/CSL Vifor for $900,000 and pay $3 million for future expenses, contingent on merger completion.

Integration plans and timeline

• Merger approved by both boards, expected to close in the first half of 2025, pending shareholder approval and customary conditions.

• Combined company to be renamed, headquartered in Houston, and trade on NASDAQ as TVRD, led by Tvardi's CEO and management team.

• Board to comprise six Tvardi directors and one Cara director.