Investor Group Issues Letter to the Boards of Sesen Bio and Carisma Rejecting Their Apparent Attempt to Purchase Merger Support
Discloses Recent Offer to Provide Paid Advisory Roles to Messrs. Radoff and Torok – Major Stockholders of
Reiterates Intent to Vote AGAINST the Proposed Merger
Members of the
We continue to oppose the Companies’ proposed merger (the “Merger”) for a number of reasons, including the following:
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The cash dividend being paid to
Sesen Bio stockholders is, in our view, insufficient.
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The proposed cash contribution from
Sesen Bio stockholders is approximately , while Carisma stockholders – which include AbbVie, Moderna,$70 million Wellington and TPG – are only contributing approximately .$30 million
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Leadership of both Companies appears to have a fundamental disregard for appropriate corporate governance and stockholder feedback, causing us to fear for any combined entity’s future and treatment of its stockholders.
- Leadership of both Companies is continuing to spend millions of dollars of stockholders’ capital on high-priced transaction advisors and a wasteful pro-Merger campaign – all in the face of mounting investor opposition.
Last week, we proposed a best-and-final compromise to the Boards that detailed changes to the proposed Merger that would lead the
The next day, Sesen Bio’s advisors relayed a counterproposal that hinged on the Investor Group’s principals receiving paid advisory roles and cash reimbursement of their expenses incurred in relation to their opposition to the proposed Merger in exchange for our agreement to vote our shares in favor of the Merger. In order to find out the magnitude of the payments being offered in exchange for our votes, we were told we had to sign confidentiality agreements and then speak to Sesen Bio’s Chief Executive Officer.
We contend the offer made to us was akin to a proposed bride. In addition to being offended by the insinuation that we would sell out our fellow stockholders, the
In closing, the
Sincerely,
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gmarose@longacresquare.com / ckiaie@longacresquare.com
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