Declares Special Dividend in the Aggregate of
$75 Million
Approximately 88% Voted in Favor of the Merger
at the Special Meeting
Merger on Track to Close on March 7, 2023
Sesen Bio, Inc. (Nasdaq: SESN) (“Sesen Bio” or the “Company”),
today announced that its stockholders have voted to approve all
proposals, including the pending merger with Carisma Therapeutics
Inc. (“Carisma”), at the Company’s Special Meeting of Stockholders
(the “Special Meeting”) held earlier today.
Dr. Thomas Cannell, President and Chief Executive Officer of
Sesen Bio, said, “We are pleased with the outcome of today’s
Special Meeting and thank our stockholders for their support of the
merger with Carisma. The fact that over 88% of stockholders voted
in favor of the merger provides further confidence that our
thorough strategic process maximizes value for stockholders.
Throughout the process, we have been actively conserving capital
and we are closing the merger with approximately $150 million in
cash and cash equivalents, of which roughly half will go directly
to Sesen Bio stockholders in the form of a $75 million special
dividend we announced today, with the remainder going toward
funding the combined company.”
“Looking ahead, our stockholders are positioned to benefit from
the upside potential of ownership in the combined company, as well
as the CVR, which provides additional potential cash upside from
any sale of Sesen Bio’s legacy assets, including Vicineum, and from
the potential $30 million milestone payment under the Roche Asset
Purchase Agreement. We look forward to completing the merger and
realizing our bright future with Carisma.”
Based on a preliminary count of the voting results from today’s
meeting of stockholders, more than 88% of the votes cast were voted
in favor of Proposal No. 1 to approve the issuance of Sesen Bio
common stock to Carisma stockholders in the merger and
approximately 86% of votes were cast in favor of Proposal No. 2,
representing more than 57% of outstanding shares of Sesen Bio
common stock, to approve the amendment to Sesen Bio’s certificate
of incorporation to effect a reverse stock split of outstanding
shares of Sesen Bio common stock at a ratio of 1-for-20. The
approval of Proposal Nos. 1 and 2 was needed to complete the
merger. Sesen Bio currently anticipates that the reverse stock
split will become effective after trading hours on March 7, 2023,
such that trading of post-split Carisma (“CARM”) common stock will
commence on March 8, 2023.
The merger is expected to close on March 7, 2023, subject to
customary closing conditions. The final voting results for the
company’s special meeting will be disclosed in a Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) and will
also be available at https://ir.sesenbio.com/, after certification
by the company’s inspector of elections.
In connection with the transaction, the Sesen Bio Board of
Directors has declared a one-time, special cash dividend of $75
million. Based on the current number of shares outstanding, the
special cash dividend is expected to result in $0.361 per share to
all common stockholders of record as of the close of business on
March 7, 2023, payable no later than March 10, 2023.
Sesen Bio stockholders of record will also be issued one
Contingent Value Right (CVR) for each outstanding share of Sesen
Bio common stock, representing the right to receive any potential
proceeds from the sale of Vicineum and Sesen Bio’s preclinical
assets prior to March 31, 2027 and any proceeds from the potential
milestone payment under the Roche Asset Purchase Agreement. The
issuance of the special cash dividend and CVR remain contingent on
the closing of the approved transaction.
Additional information about the reverse stock split can be
found in the Company’s definitive proxy statement filed with the
SEC on January 19, 2023, which is available at the SEC’s website,
www.sec.gov, and at the company’s website, www.sesenbio.com.
SVB Securities is acting as exclusive financial advisor to Sesen
Bio for the transaction and Hogan Lovells US LLP is serving as its
legal counsel.
About Sesen Bio
Sesen Bio, Inc. is a late-stage clinical company that previously
focused on advancing targeted fusion protein therapeutics for the
treatment of patients with cancer. Sesen Bio’s most advanced
product candidate, Vicineum™, also known as VB4-845, is a locally
administered targeted fusion protein composed of an anti-epithelial
cell adhesion molecule antibody fragment tethered to a truncated
form of Pseudomonas exotoxin A for the treatment of non-muscle
invasive bladder cancer. On July 15, 2022, Sesen Bio made the
strategic decision to voluntarily pause further development of
Vicineum in the United States. The decision was based on a thorough
reassessment of Vicineum, which included the incremental
development timeline and associated costs for an additional Phase 3
clinical trial, following Sesen Bio’s discussions with the United
States Food and Drug Administration. Sesen Bio has turned its
primary focus to consummating a strategic transaction with the goal
of maximizing stockholder value. Additionally, Sesen Bio is seeking
a partner for the further development of Vicineum. For more
information, please visit the Company’s website at
www.sesenbio.com.
Cautionary Note on Forward-Looking
Statements
Any statements in this press release about future expectations,
plans and prospects for Sesen Bio, Inc. (Sesen Bio), CARISMA
Therapeutics Inc. (Carisma) or the combined company, Sesen Bio’s,
Carisma’s or the combined company’s strategy or future operations,
and other statements containing the words “anticipate,” “believe,”
“contemplate,” “expect,” “intend,” “may,” “plan,” “predict,”
“target,” “potential,” “possible,” “will,” “would,” “could,”
“should,” “continue,” and similar expressions, constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. For example, statements
concerning the proposed transaction, the concurrent financing, the
contingent value rights and other matters, including without
limitation: statements relating to the satisfaction of the
conditions to and consummation of the proposed transaction, the
expected timing of the consummation of the proposed transaction,
the expected ownership percentages of the combined company, Sesen
Bio’s and Carisma’s respective businesses, the strategy of the
combined company, future operations, advancement of the combined
company’s product candidates and product pipeline, clinical
development of the combined company’s product candidates, including
expectations regarding timing of initiation and results of clinical
trials of the combined company, the ability of Sesen Bio to remain
listed on the Nasdaq Stock Market, the completion of the concurrent
financing, the receipt of any payments under the contingent value
rights, and the amount and timing of distributions to be made to
Sesen Bio stockholders, if any, in connection with any potential
dissolution or liquidation scenario are forward-looking statements.
Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important
factors, including without limitation: (i) the risk that the
conditions to the closing of the proposed transaction are not
satisfied, including the failure to obtain stockholder approval of
matters related to the proposed transaction in a timely manner or
at all; (ii) uncertainties as to the timing of the consummation of
the proposed transaction and the ability of each of Sesen Bio and
Carisma to consummate the proposed transaction, including
completing the concurrent financing; (iii) risks related to Sesen
Bio’s ability to correctly estimate its expected net cash at
closing and Sesen Bio’s and Carisma’s ability to correctly estimate
and manage their respective operating expenses and expenses
associated with the proposed transaction; (iv) risks related to
Sesen Bio’s continued listing on the Nasdaq Stock Market until
closing of the proposed transaction; (v) the risk that as a result
of adjustments to the exchange ratio, Sesen Bio stockholders or
Carisma stockholders could own less of the combined company than is
currently anticipated; (vi) the risk that the conditions to payment
under the contingent value rights will not be met and that the
contingent value rights may otherwise never deliver any value to
Sesen Bio stockholders; (vii) risks associated with the possible
failure to realize certain anticipated benefits of the proposed
transaction, including with respect to future financial and
operating results; (viii) uncertainties regarding the impact any
delay in the closing would have on the anticipated cash resources
of the combined company upon closing and other events and
unanticipated spending and costs that could reduce the combined
company’s cash resources; (ix) the effect of uncertainties related
to the actions of activist stockholders, which could make it more
difficult to obtain the approval of Sesen Bio stockholders with
respect to the transaction related proposals and result in Sesen
Bio incurring significant fees and other expenses, including for
third-party advisors; (x) the occurrence of any event, change or
other circumstance or condition that could give rise to the
termination of the merger agreement, as amended; (xi) the effect of
the announcement, pendency or completion of the merger on Sesen
Bio’s or Carisma’s business relationships, operating results and
business generally; (xii) costs related to the merger; (xiii) the
outcome of any legal proceedings instituted against Sesen Bio,
Carisma or any of their respective directors or officers related to
the merger agreement or the transactions contemplated thereby;
(xiv) the ability of Sesen Bio or Carisma to protect their
respective intellectual property rights; (xv) competitive responses
to the proposed transaction and changes in expected or existing
competition; (xvi) the success and timing of regulatory submissions
and pre-clinical and clinical trials; (xvii) regulatory
requirements or developments; (xviii) changes to clinical trial
designs and regulatory pathways; (xix) changes in capital resource
requirements; (xx) risks related to the inability of the combined
company to obtain sufficient additional capital to continue to
advance its product candidates and its preclinical programs; (xxi)
legislative, regulatory, political and economic developments; and
(xxii) other factors discussed in the “Risk Factors” section of
Sesen Bio’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and other reports filed with the Securities Exchange
Commission (SEC). In addition, the forward-looking statements
included in this press release represent Sesen Bio’s and Carisma’s
views as of the date hereof. Sesen Bio and Carisma anticipate that
subsequent events and developments will cause the respective
company’s views to change. However, while Sesen Bio may elect to
update these forward-looking statements at some point in the
future, Sesen Bio specifically disclaims any obligation to do so,
except as required under applicable law. These forward-looking
statements should not be relied upon as representing Sesen Bio’s
views as of any date subsequent to the date hereof.
Important Additional
Information
In connection with the proposed transaction between Carisma and
Sesen Bio, Sesen Bio first mailed to Sesen Bio stockholders a
definitive proxy statement/prospectus on or about January 24, 2023
and a supplement to the proxy statement/prospectus on or about
February 17, 2023. Sesen Bio may also file other relevant documents
regarding the proposed transaction with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS, INCLUDING THE
REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS,
THE SUPPLEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION,
INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE MATERIALS, BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors and security holders are able to obtain the definitive
proxy statement/prospectus and other documents that are filed or
will be filed by Sesen Bio with the SEC free of charge from the
SEC’s website at www.sec.gov or from Sesen Bio at the SEC Filings
section of www.sesenbio.com.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. Subject to certain exceptions to be
approved by the relevant regulators or certain facts to be
ascertained, a public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone or internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.
Participants in the
Solicitation
Sesen Bio and Carisma and their respective directors, executive
officers and other members of management may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information about Sesen Bio’s directors and
executive officers is available in Sesen Bio’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, its
definitive proxy statement dated April 28, 2022 for its 2022 Annual
Meeting of Stockholders and its Current Report on Form 8-K filed
with the SEC on August 31, 2022. Other information regarding the
participants in the proxy solicitation and a description of their
interests in the proposed transaction, by security holdings or
otherwise, is included in the definitive proxy statement/prospectus
and other relevant materials that are or will be filed with the SEC
regarding the proposed transaction. Investors should read the
definitive proxy statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these
documents from Sesen Bio or the SEC’s website as indicated
above.
_________________________
1 Based on basic outstanding shares
including unvested restricted stock units
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230302005683/en/
Investors: Erin Clark, Vice President, Corporate Strategy
& Investor Relations ir@sesenbio.com
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