Sesen Bio, Inc. Stock Price, News & Analysis

Sesen Bio has declared a special cash dividend totaling $75 million following a successful stockholder vote where approximately 88% approved a merger with Carisma Therapeutics. The merger is set to close on March 7, 2023, with Sesen Bio stockholders receiving a dividend of about $0.36 per share. Additionally, stockholders will receive a Contingent Value Right (CVR) for potential future earnings related to legacy assets, including Vicineum. The reverse stock split at a 1-for-20 ratio will also take effect post-merger, enhancing capital conservation efforts.

Sesen Bio (NASDAQ: SESN) reported fourth quarter and full year 2022 results, highlighting a net loss of $19.9 million, or $0.10 per share, compared to a net loss of $0.3 million in 2021. Cash position improved with $166.9 million as of December 31, 2022. The company has amended its merger agreement with Carisma Therapeutics, increasing the special cash dividend to $75 million, or $0.36 per share, while extending payment periods related to potential proceeds from legacy assets until March 31, 2027. Independent proxy advisors ISS and Glass Lewis urged stockholders to vote 'FOR' the merger at the March 2, 2023 meeting.

Sesen Bio has announced a fireside chat scheduled for February 21, 2023, at 8:00 AM ET, focusing on its impending merger with Carisma Therapeutics. This event will discuss Carisma’s corporate strategy and clinical programs. Sesen Bio stockholders can submit questions in advance. Additionally, a Special Meeting of Stockholders will occur via live webcast on March 2, 2023, at 10:00 AM ET, for those entitled to vote, with a record date of January 17, 2023. Sesen Bio is a late-stage clinical company targeting fusion protein therapeutics for cancer treatment.

Sesen Bio (Nasdaq: SESN) announced that its Board recommends stockholders vote "FOR" the pending merger with Carisma Therapeutics Inc.. BML Investment Partners, a top stockholder with 4.1% ownership, supports the merger, citing a special cash dividend of $75 million and a potential $30 million milestone payment. The merger is expected to offer a 24.2% stake in the combined company valued at $352 million. The Special Meeting for stockholders will occur on March 2, 2023. Sesen is focused on maximizing shareholder value post-Vicineum development pause.

Sesen Bio and Carisma Therapeutics have amended their merger agreement to increase the expected special cash dividend to $75 million, or $0.36 per share, up from $70 million. They also extended the Contingent Value Right (CVR) for Vicineum to March 31, 2027. The Investor Group, owning 8.7% of Sesen Bio’s stock, has committed to support the merger. Michael Torok will join the Carisma Board as Sesen Bio's sole representative. The special meeting of stockholders is set for March 2, 2023, to approve this merger, which aims to enhance shareholder value.

Sesen Bio (NASDAQ: SESN) has announced a strategic merger with Carisma Therapeutics aimed at maximizing shareholder value. Scheduled for a vote on March 2, 2023, the merger offers Sesen Bio stockholders a one-time cash dividend of approximately $70 million, translating to $0.34 per share. If the transaction goes through, stockholders could also benefit from additional cash through Contingent Value Rights associated with Sesen's legacy assets. The Board's analysis indicated that without this merger, Sesen risks delisting and potential liquidation.

Sesen Bio has received a delisting notice from Nasdaq due to its failure to meet the $1.00 bid price requirement. The company warns that without the pending merger with Carisma Therapeutics, it may face corporate dissolution, which could result in significant losses for shareholders. With only around 60%-90% of its cash balance, equating to approximately $0.40-$0.60 per share, potentially available for distribution, shareholders may wait six months or more for any return, with a full liquidation process taking up to three years. The board urges support for the merger at the Special Meeting on March 2, 2023.

Sesen Bio, Inc. (Nasdaq: SESN) reaffirmed its commitment to the merger with Carisma Therapeutics following misrepresentations from an investor group led by Bradley Radoff and Michael Torok. Sesen Bio claims the investor group is acting opportunistically, spreading false claims about the merger's benefits. The company highlights that the merger will provide significant shareholder value, including an increased special cash dividend of approximately $70 million, a major increase from prior offers. Sesen Bio warns that without the merger, a court-managed dissolution is likely, leading to uncertain financial outcomes for shareholders.

Bradley L. Radoff and Michael Torok, major shareholders of Sesen Bio (SESN), disclosed their opposition to the proposed merger with Carisma Therapeutics. They criticized the merger terms, particularly the cash dividend and the unequal cash contributions from stockholders. The Investor Group proposed a compromise to increase the cash dividend and ensure equitable contributions, which was rejected. They were offered paid advisory roles as an incentive to support the merger, which they deemed unacceptable. The Investor Group reiterated their commitment to voting against the merger and called for new leadership to enhance governance and shareholder value.