Mersana Therapeutics (NASDAQ: MRSN) bought with $25 cash CVR payout
Rhea-AI Filing Summary
Mersana Therapeutics director Willard H. Dere reported changes in his holdings following the completion of a merger in which Mersana became a wholly owned subsidiary of Day One Biopharmaceuticals. Each share of Mersana common stock tendered in the offer was exchanged for $25.00 in cash per share plus one contingent value right (CVR) per share, with the CVR providing for potential milestone payments of up to $30.25 per CVR in cash. In connection with the merger’s effective time on January 6, 2026, Dere’s 1,567 shares of common stock and multiple stock options were either cashed out or cancelled in accordance with the merger agreement mechanics, leaving him with no reported remaining Mersana equity.
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Insights
Director equity is cashed out or cancelled under fixed $25 plus CVR merger terms.
The report shows how a completed merger between Mersana Therapeutics and Day One Biopharmaceuticals affects a director’s equity. Each Mersana share tendered into the offer was exchanged for $25.00 in cash plus one CVR, with each CVR tied to contingent milestone payments of up to $30.25 in cash, subject to specified milestones under a contingent value rights agreement. After the tender offer, Emerald Merger Sub merged into Mersana, which continues as a wholly owned subsidiary of Day One as of January 6, 2026.
The filing also details treatment of employee and director stock options. Options with an exercise price below the $25.00 upfront cash consideration became fully vested and were automatically cancelled in exchange for the offer price minus the option’s exercise price. Options with an exercise price equal to or above $25.00 were fully vested and exercisable only for a limited window before closing; any such options not exercised by the last exercise date were cancelled at the effective time with no consideration. Dere’s positions reflect these rules, with his reported common stock and all listed stock options reduced to zero.
From an investor perspective, this clarifies the per-share economics for Mersana stockholders—upfront cash plus CVR—and the final status of outstanding options at closing. It does not, by itself, provide information on how these terms compare to prior trading levels or broader valuation metrics, but it confirms that legacy Mersana equity, including director grants, has been converted or extinguished under the merger agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 2,460 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 800 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 544 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 450 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 368 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 125 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,002 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 513 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,800 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 734 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,200 | $0.00 | -- |
| U | Common Stock | 1,567 | $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.
FAQ
What insider transaction does this Mersana Therapeutics (MRSN) Form 4 report?
The Form 4 reports changes in director Willard H. Dere’s Mersana holdings in connection with the completion of a merger. His 1,567 shares of common stock and multiple stock option grants were either cashed out or cancelled under the merger agreement, leaving him with no reported remaining Mersana equity.
How were Mersana cash-out stock options treated in this merger?
Under the merger agreement, each outstanding and unexercised Mersana stock option with an exercise price per share below $25.00 became fully vested and was automatically cancelled and converted into the right to receive the offer price minus the option exercise price per underlying share, in cash, subject to tax withholding.
What happened to out-of-the-money Mersana stock options held at $25.00 or above?
Each option with an exercise price per share equal to or greater than $25.00 became fully vested and exercisable from the acceleration date up through the fifth business day afterward. Any such out-of-the-money option not exercised by that last exercise date was cancelled at the effective time with no consideration.
What corporate structure resulted from the Mersana and Day One Biopharmaceuticals deal?
After completion of the tender offer, Emerald Merger Sub, Inc. merged with and into Mersana Therapeutics. As of the January 6, 2026 effective time, Mersana continues as the surviving corporation and a wholly owned subsidiary of Day One Biopharmaceuticals.