{"id":726086,"date":"2023-01-26T08:03:52","date_gmt":"2023-01-26T13:03:52","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/sesen-bio-reiterates-confidence-that-pending-merger-with-carisma-is-in-best-interests-of-stockholders\/"},"modified":"2023-01-26T08:03:52","modified_gmt":"2023-01-26T13:03:52","slug":"sesen-bio-reiterates-confidence-that-pending-merger-with-carisma-is-in-best-interests-of-stockholders","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/sesen-bio-reiterates-confidence-that-pending-merger-with-carisma-is-in-best-interests-of-stockholders\/","title":{"rendered":"Sesen Bio Reiterates Confidence that Pending Merger with Carisma is in Best Interests of Stockholders"},"content":{"rendered":"

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Sesen Bio Reiterates Confidence that Pending Merger with Carisma is in Best Interests of Stockholders<\/b><\/p>\n

Company Calls Out Misrepresentations from Investor Group<\/i><\/p>\n

CAMBRIDGE, Mass.–(BUSINESS WIRE<\/a>)–
\nSesen Bio, Inc. (Nasdaq: SESN) today issued the following statement reiterating the Company\u2019s confidence in, and commitment to, the pending merger with Carisma Therapeutics Inc. (Carisma) in response to the release issued yesterday by Bradley Radoff and Michael Torok and their affiliates (collectively, the \u201cInvestor Group\u201d):\n<\/p>\n

\nOur attempts to engage with the Investor Group have been driven by our belief that an amicable resolution and successful transaction are in the best interest of our stockholders. Despite the fact that Mr. Radoff built his current position after the merger was announced, and the continued efforts by the Investor Group to disrupt the process to the detriment of our long-term stockholders, we still sought to negotiate with them with the hopes of achieving the best outcome for our stockholders. In contrast, we believe the Investor Group continues to be opportunistic and single-minded, disseminating misleading information about discussions with Sesen Bio and its advisors, and appears willing to sacrifice direct and immediate cash value and the potential upside of ownership in the combined company to secure a short-term payout.\n<\/p>\n

It\u2019s important for all Sesen Bio stockholders to know the facts:<\/span><\/b><\/p>\n\n\n\n\n\n\n
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False Claims from Investor Group<\/b><\/p>\n<\/td>\n

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Facts<\/b><\/p>\n<\/td>\n<\/tr>\n

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\nThe Investor Group claims to represent stockholders\u2019 interests.\n<\/p>\n<\/td>\n

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We believe the Investor Group are opportunists who are advancing their own agenda.<\/b> Mr. Radoff built his current position after the transaction with Carisma was announced. Since that time, the Investor Group has continued to spread misinformation, including by advocating for an unfeasible distribution scenario<\/b> with inaccurate assumptions that would leave considerable stockholder value on the table and introduce significant uncertainty and risk for Sesen Bio and its stockholders.\n<\/p>\n

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\nWe believe the Investor Group\u2019s stake in Sesen Bio is simply an arbitrage opportunity for them \u2013 motivated by financial speculation. The Investor Group has failed to articulate a plan for the Company beyond rejecting the merger and \u201creconstituting\u201d the Board. Further, we have repeatedly offered the Investor Group the opportunity to meet with Carisma\u2019s management team to learn more about Carisma\u2019s pipeline and growth prospects, which they have consistently declined.\n<\/p>\n<\/td>\n<\/tr>\n

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\nThe Investor Group claims that there is an alternate path beyond liquidation.\n<\/p>\n

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They are wrong.<\/b> Without the pending merger with Carisma, the most likely and feasible path for Sesen Bio would be a court-managed dissolution of the potentially de-listed Company and a liquidation of assets.\n<\/p>\n

\n\u00a0\n<\/p>\n

The Investor Group is ignoring the reality of a court-managed dissolution and liquidation and the significant time, expense and uncertainty it would mean for both Sesen Bio and its stockholders.<\/b> As we have repeatedly noted, only approximately 60%-90%1<\/sup> of Sesen Bio\u2019s cash balance, or approximately $0.40-$0.60 per share2<\/sup>, would be available for an initial distribution which may not be available for six months or more after an additional stockholder vote. The full process could take up to three years in the Delaware court system to fully settle Sesen Bio\u2019s potential future and unknown liabilities.\n<\/p>\n<\/td>\n<\/tr>\n

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\nThe Investor Group claims that the increased special cash dividend is insufficient.\n<\/p>\n<\/td>\n

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\nIn response to feedback from Sesen Bio stockholders, Sesen Bio and Carisma amended the merger agreement to increase the expected special cash dividend by more than 180%<\/b>. Stockholders now stand to receive approximately $70 million at closing<\/b>, or approximately $0.34 per share3<\/sup>, an increase from the previously stated special cash dividend of up to $25 million. We increased the cash dividend three times as part of our negotiations, offering $40 million, then $65 million until we landed on the $70 million.\n<\/p>\n<\/td>\n<\/tr>\n

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\nThe Investor Group claims to be surprised and offended at our offer to discuss an advisory role and reimbursement of their legal fees.\n<\/p>\n

\n\u00a0\n<\/p>\n<\/td>\n

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Both offers were made in response to their requests as part of our efforts to negotiate in good faith:<\/span><\/b><\/p>\n

\n\u00a0\n<\/p>\n