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The Radoff-JEC Group Responds to Chairman and CEO Omid Farokhzad, M.D.’s Proposal to Acquire Seer, Inc.

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contingent value rights financial
Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.
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The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
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A majority-of-the-minority condition is a voting rule used when a controlling shareholder is involved in a transaction; it requires that more than half of the votes cast by the non-controlling (minority) shareholders approve the deal, excluding the controlling party’s votes. It matters to investors because it sets an additional safeguard similar to asking only the people without the key to decide, ensuring the interests of smaller shareholders are independently represented in major corporate actions.
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Expresses Support for Sale of Seer to Highest Bidder

Emphasizes the Need for Truly Independent and Qualified Directors to Oversee Credible Strategic Review Process

Urges Stockholders to vote FOR Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Independent Candidates Who Are Committed to Overseeing a Strategic Review Process Aimed at Maximizing Value for ALL Seer Stockholders

HOUSTON--(BUSINESS WIRE)-- Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”), who collectively own approximately 7.7% of the outstanding common stock of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following statement in response to Chairman and CEO Omid Farokhzad, M.D.’s July 1, 2026 proposal to acquire Seer:

“For the first time, we agree with Dr. Farokhzad – Seer should not be a public company. Seer should be sold to the highest bidder in a transaction that maximizes value for ALL of the Company’s stockholders.

Over the past several months, we have detailed a myriad of operational and governance failures at Seer that make it clear to us that the Board is beholden to Dr. Farokhzad and unable to act in the best interests of all stockholders. Further validating our concerns, the Board categorically rejected three separate acquisition proposals from us dating back to April with no engagement whatsoever; yet, two days after Dr. Farokhzad submitted an acquisition proposal with an identical $2.45 per share cash component and what we calculate as vastly inferior contingent value rights to our last offer, the Board formed a Special Committee to review inbound proposals.

As such, for a strategic review process to have any credibility, we believe that it must be overseen by truly independent and qualified directors. Unfortunately, as explained in our investor presentation, we do not believe that is possible with the current composition of the Board, which makes the election of our three highly-qualified and independent candidates – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – more necessary than ever.

Again, we believe Seer should be sold. Now we must ensure that the Board is properly equipped with truly independent directors who are capable of overseeing a successful strategic review process that maximizes value for ALL stockholders. If a proper and fulsome strategic review process is conducted, we believe that the ultimate acquiror will likely be a strategic party that can incorporate Seer’s sub-scale business into its own operating business. We explicitly caution the Board against entering into any agreement with Dr. Farokhzad prior to stockholders having an opportunity to elect independent representatives of their choosing at the Company’s upcoming annual meeting on July 28, 2026.”

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Vote FOR the Radoff-JEC Group’s Nominees – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Today to Support a Credible Strategic Review Process Aimed at Maximizing Value for ALL Seer Stockholders

Do NOT Vote for Omid Farokhzad, M.D., Terrance McGuire or Dipchand (Deep) Nishar

Questions about how to vote? Contact (888) 368-0379 or info@saratogaproxy.com.

Visit www.SaratogaProxy.com/SEER to learn more.

Greg Lempel
greg@fondrenlp.com

or

Saratoga Proxy Consulting LLC
John Ferguson / Joseph Mills, 212-257-1311
info@saratogaproxy.com

Source: On Behalf of The Radoff-JEC Group