Investor Group Issues Letter to the Boards of Sesen Bio and Carisma Rejecting Their Apparent Attempt to Purchase Merger Support
25 Janeiro 2023 - 12:36PM
Business Wire
Discloses Recent Offer to Provide Paid
Advisory Roles to Messrs. Radoff and Torok – Major Stockholders of
Sesen Bio – in Exchange for Their Support of the Proposed Merger of
Sesen Bio and Carisma
Reiterates Intent to Vote AGAINST the Proposed Merger
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”), today issued the following open letter to the
Boards of Directors (collectively, the “Boards”) of Sesen Bio and
Carisma Therapeutics Inc. (“Carisma” and together with Sesen Bio,
the “Companies”):
Members of the Sesen Bio and Carisma Boards,
We continue to oppose the Companies’ proposed merger (the
“Merger”) for a number of reasons, including the following:
- The cash dividend being paid to Sesen Bio stockholders is, in
our view, insufficient.
- The proposed cash contribution from Sesen Bio stockholders is
approximately $70 million, while Carisma stockholders – which
include AbbVie, Moderna, Wellington and TPG – are only contributing
approximately $30 million.
- Leadership of both Companies appears to have a fundamental
disregard for appropriate corporate governance and stockholder
feedback, causing us to fear for any combined entity’s future and
treatment of its stockholders.
- Leadership of both Companies is continuing to spend millions of
dollars of stockholders’ capital on high-priced transaction
advisors and a wasteful pro-Merger campaign – all in the face of
mounting investor opposition.
Last week, we proposed a best-and-final compromise to the Boards
that detailed changes to the proposed Merger that would lead the
Investor Group to support the transaction. Our good faith
compromise provided for the cash dividend at closing being
increased to $0.45 per share for Sesen Bio stockholders and the
cash being contributed by Carisma’s investors (including AbbVie,
Moderna, Wellington and TPG) being increased to $50 million. Under
our proposal, both Sesen Bio and Carisma stockholders would each be
contributing $50 million in cash – on the same terms and on a
dollar-for-dollar basis. In response, on Thursday of last week,
Sesen Bio’s advisors informed the Investor Group that the Boards
had rejected the proposal and that Carisma’s “a-list” stockholders
would not increase their investment.
The next day, Sesen Bio’s advisors relayed a counterproposal
that hinged on the Investor Group’s principals receiving paid
advisory roles and cash reimbursement of their expenses incurred in
relation to their opposition to the proposed Merger in exchange for
our agreement to vote our shares in favor of the Merger. In order
to find out the magnitude of the payments being offered in exchange
for our votes, we were told we had to sign confidentiality
agreements and then speak to Sesen Bio’s Chief Executive
Officer.
We contend the offer made to us was
akin to a proposed bribe. In addition to being offended
by the insinuation that we would sell out our fellow stockholders,
the Investor Group is alarmed by your apparent willingness to
engage in such highly questionable conduct. Your actions reinforce
our view that Sesen Bio’s directors are unfit to serve as
fiduciaries and should immediately resign.
In closing, the Investor Group
reiterates its firm commitment to voting AGAINST Sesen Bio’s
proposed Merger with Carisma. In the event the Merger is
voted down, we strongly believe Sesen Bio will need a completely
reconstituted Board that has corporate governance experience,
financial acumen, transaction expertise and meaningful ownership
perspectives. In our view, these are the qualifications and skills
required to advance stockholders’ interests and run a comprehensive
and effective review of strategic alternatives. Please know that we
are fully prepared to take all necessary steps to preserve and
maximize value at Sesen Bio if the Merger does not occur.
Sincerely,
Bradley L. Radoff
Michael Torok
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version on businesswire.com: https://www.businesswire.com/news/home/20230125005304/en/
Longacre Square Partners Greg Marose / Charlotte Kiaie,
646-386-0091 gmarose@longacresquare.com /
ckiaie@longacresquare.com
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