Investor Group Issues Letter to Sesen Bio’s Board of Directors Regarding Intent to Vote AGAINST Proposed Carisma Merger
05 Janeiro 2023 - 10:00AM
Business Wire
Calls on Board to Stop Wasting Corporate
Resources and Hold a Stockholder Vote as Soon as Possible
Questions the Board’s Apparent Desire to
Keep Stockholders in the Dark on Key Details
Bradley L. Radoff and Michael Torok (together with their
affiliates, the “Investor Group” or “we”), who own approximately
8.4% of the outstanding common stock of Sesen Bio, Inc. (Nasdaq:
SESN) (“Sesen Bio” or the “Company”), today issued the following
open letter to the Company’s Board of Directors (the “Board”)
regarding the proposed merger with Carisma Therapeutics Inc.
(“Carisma”):
Members of the Sesen Bio Board,
The Investor Group remains adamantly
opposed to Sesen Bio’s proposed merger with Carisma.
Last week’s announcement of amended merger terms and yesterday’s
press release only reinforce our view that you are an
inexperienced, misaligned Board that appears blindly committed to
an ill-conceived transaction. It is equal parts ironic and
frightening to us that you believe offering Sesen Bio up as a
merger partner to a cash-starved, overvalued private company
reflects a robust review of strategic alternatives. Moreover, it is
confounding that you still deem the transaction to be in
stockholders’ best interest, particularly in light of the poor
market reaction and your collective lack of ownership of Sesen Bio
shares.
We urge the Board to stop wasting corporate resources and hold a
stockholder vote as soon as possible. We view the vote on the
pending merger as a referendum on your stewardship, meaning we
expect all Board members who continue to support the deal to resign
if the transaction is voted down by stockholders.
Ahead of a near-term vote, the Board should make the following
information available to the Company’s stockholders:
- An updated fairness opinion on Carisma’s valuation that
includes a detailed explanation justifying Sesen Bio’s investment
in Carisma at a seemingly absurd valuation despite the massive
decline in comparable company valuations that were included in the
original fairness opinion.
- The total transaction-related professionals’ fees/bonuses
incurred to date and potentially owed by the Company in the event
the transaction goes through.
- Clarity on how much capital is being invested at the $350
million valuation currently attached to Carisma. While your
communications stress the quality of Carisma’s management team and
investors, we continue to wonder why Sesen Bio’s stockholders are
slated to contribute the majority of the capital.
At this point in time, it looks to us like the transaction being
championed by the Board will benefit Sesen Bio’s advisors and
Carisma at the direct expense of the Company’s stockholders. This
remains unacceptable to us. We continue to believe it is in the
best interest of Sesen Bio stockholders, the true owners of the
Company, to terminate the merger agreement. Short of that, we urge
the Board to minimize all expenses and hold a stockholder vote as
soon as possible.
We look forward to your prompt and direct responses to our
information requests.
Sincerely,
Bradley L. Radoff
Michael Torok
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version on businesswire.com: https://www.businesswire.com/news/home/20230105005420/en/
Longacre Square Partners Greg Marose / Charlotte Kiaie,
646-386-0091 gmarose@longacresquare.com /
ckiaie@longacresquare.com
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