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Seer Board of Directors Unanimously Rejects Further Revised Unsolicited Proposal from Radoff-JEC Group

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Seer (Nasdaq: SEER) announced that its Board of Directors unanimously rejected a further revised unsolicited, non-binding acquisition proposal from the Radoff-JEC Group received on May 14, 2026.

The offer was for $2.40 per share in cash plus a contingent value right. The Board, advised by independent financial and legal advisors, determined the proposal significantly undervalues Seer, does not reflect its long-term growth prospects, and implies an equity value meaningfully below the sum of its current cash, cash equivalents and investments.

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Positive

  • Board unanimously rejects $2.40 per share unsolicited, non-binding offer
  • Board states proposal significantly undervalues Seer and its long-term growth prospects
  • Board notes implied equity value below current cash, cash equivalents and investments
  • Independent financial and legal advisors engaged in reviewing the May 14, 2026 proposal

Negative

  • None.

News Market Reaction – SEER

+1.13%
+1.13% Session close to close

In the May 22 session, SEER gained 1.13%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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REDWOOD CITY, Calif., May 21, 2026 (GLOBE NEWSWIRE) -- Seer, Inc. (Nasdaq: SEER), the pioneer and trusted partner for deep, unbiased proteomic insights, today announced that its Board of Directors (the “Board”) has thoroughly reviewed and unanimously rejected the further revised unsolicited non-binding proposal received on May 14, 2026, from Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group”), to acquire all of the outstanding shares of Seer’s Class A common stock for $2.40 per share in cash plus a contingent value right (the “May 14 Revised Proposal”).

Consistent with its fiduciary duties, the Board carefully reviewed the May 14 Revised Proposal in consultation with its independent financial and legal advisors and unanimously determined it is not in the best interests of Seer stockholders because it significantly undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects. The May 14 Revised Proposal is materially the same as the proposal that the Board thoroughly reviewed and rejected on April 27, 2026. As with the prior proposals submitted by the Radoff-JEC Group, the May 14 Revised Proposal continues to imply an equity value for Seer that is meaningfully below the sum of Seer’s current cash, cash equivalents and investments.

Perella Weinberg Partners LP is serving as financial advisor to Seer, and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel.

About Seer, Inc.
Seer, Inc. (Nasdaq: SEER) sets the standard in deep, unbiased proteomics, delivering insights with a scale, speed, precision and reproducibility previously unattainable. Seer’s Proteograph® Product Suite integrates proprietary engineered nanoparticles, streamlined automation instrumentation, optimized consumables and advanced analytical software to overcome the limitations of traditional proteomic methods. Seer’s products are for research use only and are not intended for diagnostic procedures. For more information, visit www.seer.bio.

For more information, please email us at pr@seer.bio.

Additional Information and Where to Find It
On May 18, 2026, Seer filed a preliminary proxy statement in connection with its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which is available here. Detailed information regarding the names, affiliations and interests of individuals who are participants in Seer’s solicitation of proxies from its stockholders is available in Seer’s preliminary proxy statement. Prior to the Annual Meeting, Seer will furnish a definitive proxy statement to its stockholders, together with a BLUE proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Stockholders may obtain, free of charge, Seer’s proxy statement (in both preliminary and definitive form), any amendments or supplements thereto, and any other relevant documents filed by Seer with the Securities and Exchange Commission (the “SEC”) in connection with the Annual Meeting at the SEC’s website, which is located at https://www.sec.gov. Copies of Seer’s definitive 2026 proxy statement, any amendments or supplements thereto and any other relevant documents filed by Seer with the SEC in connection with the Annual Meeting will also be available, free of charge, at Seer’s website, which is located at https://investor.seer.bio/, or by writing to Investor Relations, Seer, Inc., 3800 Bridge Parkway, Suite 102, Redwood City, CA 94065. In addition, copies of these materials may be requested, free of charge, from Seer’s proxy solicitor by calling Innisfree M&A Incorporated at (877) 456-3524.

Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on Seer’s beliefs and assumptions and on information currently available to it on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause Seer’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include but are not limited to statements regarding Seer’s prospects. These and other risks are described more fully in Seer’s filings with the SEC and other documents that Seer subsequently files with the SEC from time to time. Except to the extent required by law, Seer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Media Contact:
Patrick Schmidt
pr@seer.bio

Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Joseph Sala
(212) 355-4449

Investor Contact:
Marissa Bych
investor@seer.bio


FAQ

What acquisition proposal did Seer (NASDAQ: SEER) reject on May 21, 2026?

Seer rejected a further revised unsolicited, non-binding offer to acquire all outstanding Class A shares. According to Seer, the May 14, 2026 proposal from the Radoff-JEC Group offered $2.40 per share in cash plus a contingent value right.

Why did Seer’s Board reject the Radoff-JEC Group’s $2.40 per share offer for SEER stock?

Seer’s Board determined the May 14 revised proposal is not in stockholders’ best interests. According to Seer, the offer significantly undervalues the company, fails to reflect long-term growth prospects, and implies an equity value meaningfully below its cash, cash equivalents and investments.

How does the rejected Radoff-JEC proposal for SEER compare to Seer’s cash and investments?

Seer states the May 14 revised proposal implies an equity value below its current cash and investments. According to Seer, the equity value suggested is meaningfully below the sum of its cash, cash equivalents and investments, contributing to the Board’s unanimous rejection.

Who is the Radoff-JEC Group in relation to Seer’s rejected 2026 takeover proposal?

The Radoff-JEC Group is led by Bradley L. Radoff and Michael Torok and certain affiliates. According to Seer, this group submitted multiple unsolicited, non-binding proposals to acquire all outstanding Class A shares, including the May 14, 2026 revised offer.

What role did advisors play in Seer’s decision to reject the Radoff-JEC offer for SEER?

Seer’s Board consulted independent financial and legal advisors before rejecting the revised offer. According to Seer, Perella Weinberg Partners served as financial advisor and Wilson Sonsini Goodrich & Rosati as legal counsel during the Board’s review of the May 14, 2026 proposal.

Was the May 14, 2026 Radoff-JEC proposal for SEER different from earlier offers?

Seer describes the May 14 revised proposal as materially the same as an earlier offer. According to Seer, the Board had thoroughly reviewed and rejected a prior Radoff-JEC Group proposal on April 27, 2026 on similar valuation grounds.