Bradley L. Radoff and JEC II Associates reached an agreement with Sesen Bio, Inc (SESN)
Market Cap: $124 million | Sesen Bio, Inc., a late-stage clinical company, focuses on designing, engineering, developing, and commercializing targeted fusion protein therapeutics (TFPTs) for the treatment patients with cancer.
On September 20, 2022, the company and Carisma Therapeutics Inc. announced that they have entered into a definitive merger agreement to combine the companies in an all-stock transaction.
On November 18, 2022, Bradley L. Radoff and JEC II Associates (together 5.7%) stated their belief that the proposed merger with CARISMA Therapeutics Inc. significantly undervalues the company and that the consummation of the CARISMA Merger is not in the best interest of the company or its stockholders. Bradley L. Radoff and JEC II Associates stated that they intend to vote against the approval of the CARIMSA Merger and the transactions related thereto. Source
On December 1, 2022, Bradley L. Radoff and JEC II Associates increased their stake to 7.4%
On January 5, 2023, Bradley L. Radoff and JEC II Associates (together 8.4%) reiterated their intent to vote AGAINST the Company’s proposed merger with Carisma Therapeutics Inc. Source
On January 25, 2023, Bradley L. Radoff and JEC II Associates (together 8.5%) issued an open letter to the Board of Sesen and the Board of CARISMA Therapeutics Inc.. In the letter, they reiterated their intent to vote against the proposed merger between the company and Carisma.
On February 15, 2023, Bradley L. Radoff and JEC II Associates entered into a voting and support agreement with the company and pursuant to it, they agreed to vote their shares in favour of the merger. In connection with the Support Agreement, Sesen Bio and Carisma have further amended the previously amended merger agreement announced on December 29, 2022, which has been unanimously approved by the Boards of Directors of both companies.
Increased the one-time special cash dividend expected to be paid to Sesen Bio stockholders to $75 million, $0.36 per share1. This represents an increase from the expected special cash dividend of approximately $70 million, approximately $0.34 per share, under the first amendment to the merger agreement, and an increase from the up to $25 million special cash dividend under the terms of the original merger agreement;
Extended the period of time for payments under the Contingent Value Right (“CVR”) related to any potential proceeds from the sale of Vicineum and Sesen Bio’s other legacy assets to March 31, 2027, from December 31, 2023, under the previous terms. Under the CVR, Sesen Bio stockholders remain entitled to any proceeds from the potential milestone payment under the Roche Asset Purchase Agreement; and
Michael Torok will join the Carisma Board of Directors upon closing of the merger as the only Sesen Bio representative.
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