Seres Therapeutics Stockholders Issue Open Letter to Board of Directors Regarding Reported Engagement With Nestlé
September 27 2024 - 3:26PM
Business Wire
Express Concern Regarding Report That Seres
Allegedly Rebuffed an Outright Takeover Offer from Nestlé for $6.00
- $6.50 Per Share
Request that the Board Immediately Provide
Stockholders With the Facts Regarding Its Engagement With Nestlé
Ahead of the September 30th Closing of the VOWST Sale
Lucien Selce and MKT Capital Ltd. (together, “we”), who
collectively own 1.4 million shares of Seres Therapeutics Inc.
(NASDAQ: MCRB) (“Seres” or the “Company”), today published the
following open letter to the Company’s Board of Directors (the
“Board”).
***
September 27, 2024
Members of the Board,
We are writing to you today as a stockholder of Seres who is
seeking additional information regarding the Company’s planned sale
of its VOWST business to Nestlé Health Science.
We have read a recent media report from Betaville which states
that Nestlé S.A. (“Nestlé”) approached Seres in July 2024 with an
offer to acquire the entire Company for between $6.00 and $6.50 a
share. Furthermore, the article states that Seres’ Board rejected
the offer and instead pursued the sale of the VOWST assets, which
was initially announced in June 2024.
This concerns us because Nestlé’s offer would have represented a
more than 622% premium to the Company’s stock price.1 Additionally,
it is well known that Seres has been struggling to fund its
operations. Investors do not appear to have strong confidence in
the Company’s ability to turn itself around in the public market,
as evidenced by the negative stock price reaction to the August 6,
2024 announcement of the signing of the VOWST sale agreement.2
Nestlé’s reported offer could have resulted in a superior outcome
for stockholders than the VOWST sale, giving certainty of value to
your investors.
If this media report is accurate, that would mean the Board
violated its fiduciary duty to stockholders – specifically, its
duty to maximize stockholder value – and could be held legally
liable. We acknowledge that this information stems from a singular
media report, which is why we are asking the Board to provide
stockholders with a factual assessment of the contents of the
report so that we may make fully informed decisions regarding our
investment in the Company.
If you do not address my concerns in a timely fashion, we plan
to consider all legal remedies under U.S. federal securities laws,
which may potentially include asking a court to void the votes of
the Special Meeting of Stockholders based on misleading and
incomplete information given to investors.
Time is of the essence, as Seres intends to close the VOWST sale
to Nestlé on September 30, 2024. We look forward to hearing from
you soon.
Sincerely,
Lucien Selce
Antoine Khalife
MKT Capital Ltd.
____________________ 1 The Company’s stock closed at $0.83 on
September 26, 2024. 2 The Company’s stock closed at $1.28 on August
5, 2024, the day before the announcement of the signing of the
VOWST sale agreement, and has not returned that level since the
announcement. The Company’s stock opened at $0.98 on August 6, 2024
after the Company issued a press release at 7AM EST.
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version on businesswire.com: https://www.businesswire.com/news/home/20240927387718/en/
Lucien Selce Lucienselce@gmail.com