Merger cashes out Mersana Therapeutics (NASDAQ: MRSN) insider awards
Rhea-AI Filing Summary
Mersana Therapeutics insider Alejandra Carvajal, SVP and Chief Legal Officer, reported automatic changes to her equity holdings following the company’s acquisition by Day One Biopharmaceuticals. Common shares tendered in the offer were exchanged for $25.00 per share in cash plus one contingent value right, which can pay up to an additional $30.25 per share if specified milestones are met. After the tender offer, Emerald Merger Sub merged into Mersana, making Mersana a wholly owned subsidiary of Day One.
Under the merger agreement, vested in-the-money stock options were cancelled in return for the cash-and-CVR offer price minus the option exercise price. Out-of-the-money options became fully vested shortly before closing but expired without payment if not exercised by the last exercise date. All outstanding restricted stock units were cancelled and converted into the right to receive the same offer price as common shares.
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Insights
Mersana’s sale to Day One converts insider equity into cash and CVRs under preset merger terms.
The filing shows how Mersana Therapeutics equity awards held by SVP and Chief Legal Officer Alejandra Carvajal were treated in the completed merger with Day One Biopharmaceuticals. Common shares tendered into the offer receive $25.00 in cash per share plus one contingent value right that may pay up to an additional $30.25 in cash upon achieving specified milestones. This structure combines immediate liquidity with potential future milestone-based payments.
Stock options with exercise prices below $25.00 became fully vested and were cancelled in exchange for the offer value minus the exercise price, effectively cashing out in-the-money options. Options with exercise prices at or above the cash amount were fully vested for a limited window before closing; any such options not exercised by the last exercise date lapsed with no consideration. Restricted stock units were cancelled and replaced by the same cash-and-CVR offer price as common stock, aligning their treatment with shareholders’ outcome.
The mechanics described apply generally to the company’s equity plans, not just this individual, and confirm that at the effective time on January 6, 2026, Mersana became a wholly owned subsidiary of Day One. Actual value realized from the CVRs will depend on whether the specified milestones are met under the contingent value rights agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 3,047 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 6,702 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 4,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,800 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,527 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 4,922 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,078 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 7,921 | $0.00 | -- |
| Disposition | Restricted Stock Units | 100 | $0.00 | -- |
| Disposition | Restricted Stock Units | 717 | $0.00 | -- |
| Disposition | Restricted Stock Units | 1,500 | $0.00 | -- |
| Disposition | Restricted Stock Units | 2,166 | $0.00 | -- |
| U | Common Stock | 3,131 | $0.00 | -- |
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Emerald Merger Sub, Inc. ("Purchaser"), dated as of November 12, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the Offer were exchanged for: (i) $25.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Upfront Cash Consideration"), plus (ii) one non-tradeable contingent value right per Share (each, a "CVR"), (continued from footnote 1) which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per CVR in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent (the Upfront Cash Consideration plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer, effective as of January 6, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Upfront Cash Consideration (each, a "Cash-Out Option"), became fully vested and was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, (i) the Offer Price minus (ii) the exercise price payable per share of Common Stock underlying such Cash-Out Option. Pursuant to the terms of the Merger Agreement, effective as of 10 business days prior to the closing of the Merger (the "Acceleration Date"), each Issuer Option then outstanding and unexercised that had an exercise price per Share that was equal to or greater than the Upfront Cash Consideration (each, an "OTM Option"), became fully vested and exercisable up to and through the closing of regular trading on the Nasdaq Stock Market on the fifth business day following the Acceleration Date (the "Last Exercise Date"). OTM Options not exercised on or prior to the Last Exercise Date were cancelled and ceased to exist as of the Effective Time, and no consideration was delivered in exchange for such OTM Option. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Company restricted stock unit award, which represented the right to receive one share of Common Stock, that was then outstanding was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, the Offer Price.
