Elevation Oncology Enters into Agreement to Be Acquired by Concentra Biosciences for $0.36 in Cash per Share Plus a Contingent Value Right

Rhea-AI Summary

Elevation Oncology (NASDAQ: ELEV) has announced a definitive merger agreement with Concentra Biosciences, where Concentra will acquire Elevation for $0.36 per share in cash plus a contingent value right (CVR). The CVR entitles shareholders to receive 100% of closing net cash exceeding $26.4 million and 80% of net proceeds from any EO-1022 disposition within one year post-closing. The acquisition, unanimously approved by Elevation's Board, requires tender of majority shares and minimum $26.4M net cash at closing. Company insiders holding 5.1% of shares have agreed to support the deal. The tender offer will commence by June 23, 2025, with expected closing in July 2025.

Positive

• CVR provides shareholders additional upside potential through net cash excess and potential EO-1022 disposition proceeds
• Board unanimously approved the transaction as being in shareholders' best interests
• Management and insider support with 5.1% of shares committed to tender
• Clear timeline with expected closing in July 2025

Negative

• Low cash consideration of only $0.36 per share
• CVR value is uncertain and dependent on cash levels and potential asset sale
• Shareholders lose upside potential if EO-1022 is not disposed within one year of closing

Insights

Merger & Acquisition Specialist

Elevation Oncology's $0.36/share acquisition offers minimal premium but potential upside through CVRs, suggesting financial struggles led to this exit.

This acquisition of Elevation Oncology by Concentra Biosciences reveals several critical insights about the company's situation. The $0.36 per share cash offer represents a minimal premium over recent trading prices, indicating Elevation was negotiating from a position of weakness. Most notably, the deal includes a contingent value right (CVR) structure with two components: shareholders will receive 100% of net cash exceeding $26.4 million at closing, plus 80% of any proceeds from selling EO-1022 if disposed within a year after closing.

The CVR mechanism suggests Elevation's primary value lies in its cash reserves and possibly its EO-1022 asset, rather than its broader pipeline or research capabilities. The $26.4 million cash threshold in the agreement is particularly telling - it establishes a baseline valuation for the company's operations and indicates Concentra views anything above this as excess capital.

The board's unanimous approval and management's commitment to tender their shares (representing 5.1% ownership) signals this was likely the best available option after what was probably an exhaustive strategic alternatives review. The accelerated timeline, with the tender offer launching by June 23 and expected closing in July 2025, further suggests urgency in completing this transaction.

This deal structure - combining a modest upfront payment with potential future value through CVRs - is increasingly common for biotech companies facing developmental or financial challenges, allowing shareholders some potential upside while facilitating immediate liquidity.

BOSTON, June 9, 2025 /PRNewswire/ -- Elevation Oncology, Inc. (Nasdaq: ELEV), an innovative oncology company focused on the discovery and development of selective cancer therapies to treat patients across a range of solid tumors with significant unmet medical needs, today announced that it has entered into a definitive merger agreement (the "Merger Agreement") with Concentra Biosciences, LLC ("Concentra"), whereby Concentra will acquire Elevation Oncology for $0.36 in cash per share of Elevation Oncology common stock ("Common Stock"), plus one non-tradeable contingent value right ("CVR"), which represents the right to receive: (i) 100% of the closing net cash in excess of $26.4 million; and (ii) 80% of any net proceeds received within five years following closing from any disposition of EO-1022 that occurs within one year following closing, each pursuant to the contingent value rights agreement (the "CVR Agreement").

The Elevation Oncology Board of Directors has unanimously determined that the acquisition by Concentra is in the best interests of all Elevation Oncology stockholders and has approved the Merger Agreement and related transactions.

Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer (the "Offer") by June 23, 2025 to acquire all outstanding shares of Common Stock. Closing of the Offer is subject to certain conditions, including the tender of Common Stock representing at least a majority of the total number of outstanding shares (including any shares held by Concentra), the availability of at least $26.4 million of cash (net of transaction costs, contractual payments to warrant holders and other liabilities at closing), and other customary closing conditions. Elevation Oncology officers, directors and their respective affiliates holding approximately 5.1% of Common Stock have signed tender and support agreements under which such parties have agreed to tender their shares in the Offer and support the merger transaction. The merger transaction is expected to close in July 2025.

Advisors

Fenwick & West LLP is acting as legal counsel to Elevation Oncology. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra.

About Elevation Oncology, Inc.

Elevation Oncology is an innovative oncology company focused on the discovery and development of selective cancer therapies to treat patients across a range of solid tumors with significant unmet medical needs. For more information, visit www.ElevationOncology.com.  

Forward-Looking Statements 

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Elevation Oncology's beliefs and expectations and statements about the Offer, the merger and related transactions contemplated by the Merger Agreement and the CVR Agreement (the "Transactions"), the ability to complete the transactions contemplated by the Merger Agreement, including the ability to satisfy the conditions to the consummation of the Offer contemplated thereby and the other conditions set forth in the Merger Agreement, the timing of the Transactions, the potential effects of the proposed Transactions on Elevation Oncology and the potential payment of proceeds to Elevation Oncology's stockholders, if any, pursuant to the CVR Agreement. These statements may be identified by their use of forward-looking terminology including, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "expect," "goal," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," and "would," and similar words expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected, expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the possibility that various closing conditions set forth in the Merger Agreement may not be satisfied or waived, including uncertainties as to the percentage of Elevation Oncology's stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the risk that the Transactions may not be completed in a timely manner, or at all, which may adversely affect Elevation Oncology's business and the price of its common stock; significant costs associated with the proposed Transactions; the risk that any stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; the risk that activities related to the CVR Agreement may not result in any value to Elevation Oncology's stockholders; and other risks and uncertainties discussed in Elevation Oncology's most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on March 6, 2025 as well as in Elevation Oncology's subsequent filings with the SEC. As a result of such risks and uncertainties, Elevation Oncology's actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. There can be no assurance that the proposed Transactions will in fact be consummated. Elevation Oncology cautions investors not to unduly rely on any forward-looking statements.

The forward-looking statements contained in this press release are made as of the date hereof, and Elevation Oncology undertakes no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

Additional Information and Where to Find It

The Offer described in this press release has not yet commenced, and this press release is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Elevation Oncology or any other securities, nor is it a substitute for the tender offer materials that Concentra will file with the SEC on commencement of the Offer. On the commencement date of the Offer, Concentra will file with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, and Elevation Oncology will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. The Offer to purchase the outstanding shares of Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. 

Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer, which will be named in the tender offer statement. Investors and security holders may also obtain, at no charge, the documents filed or furnished to the SEC by Elevation Oncology under the "SEC Filings" subsection of Elevation Oncology's website at https://investors.elevationoncology.com. The information contained in, or that can be accessed through, Elevation Oncology's website is not a part of, or incorporated by reference herein. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Elevation Oncology files annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Elevation Oncology with the SEC for free on the SEC's website at www.sec.gov.

Elevation Oncology Investor and Media Contact
Tammy Furlong
Chief Financial Officer
tfurlong@elevationoncology.com

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SOURCE Elevation Oncology

FAQ

What is the acquisition price for Elevation Oncology (ELEV)?

Concentra Biosciences will acquire Elevation Oncology for $0.36 per share in cash plus a contingent value right (CVR).

What does the CVR include in the ELEV acquisition?

The CVR includes 100% of closing net cash exceeding $26.4 million and 80% of net proceeds from any EO-1022 disposition within one year post-closing.

When is the ELEV acquisition expected to close?

The acquisition is expected to close in July 2025, with the tender offer commencing by June 23, 2025.

What are the conditions for the ELEV acquisition to close?

The closing conditions include tender of majority shares, minimum $26.4M net cash at closing, and other customary requirements.

How much of ELEV stock is committed to the tender offer?

Company officers, directors, and affiliates holding approximately 5.1% of shares have agreed to tender their shares.