
Sesen takes next step after investor attack, calls for shareholder vote to approve merger
Two and a half weeks after Sesen Bio pushed back against an investor group opposing a merger with Carisma Therapeutics, the biotech is moving forward and calling a shareholder meeting for a vote.
A statement put out Thursday afternoon highlighted how the company is in the middle of merging efforts with the private CAR-M player, as Sesen announced it filed ‘definitive proxy materials’ with the SEC as part of the process.
Beyond the proxy filing, Sesen will start to mail out the statement and merger prospectus to shareholders early next week and has scheduled an all-virtual shareholder meeting for March 2 at 10 a.m. ET.
As of January 17, all current shareholders will be able to vote.
The vote itself, detailed in a letter sent to shareholders, is centered around five proposals for which the board wants shareholders to vote:
- Approval to issue shares of Sesen Bio common stock to Carisma stockholders, per the merger agreement
- Approval to amend Sesen’s certificate of corporation to effect the reverse stock split and reduce Sesen Bio’s shares
- Approve an amendment and restatement of a 2014 Incentive Plan
- Approve an amendment to the 2014 employee stock purchase plan
- Approve of an adjournment of the special meeting, if necessary, to solicit additional proxies
At the same time the vote was detailed, Sesen reiterated some of its previous claims against the opposing investor group. Beyond Sesen’s claims that the merger would have immediate benefits, the biotech took the opportunity to say that the group’s proposal would leave value on the table.
This follows a back-and-forth earlier this month when the group decried the deal as “illogical” and “value-destructive.” Sesen fired back that the group’s proposal to end the merger and return all the company’s cash to shareholders relies on a distribution scenario that isn’t feasible.
If the vote passes, Sesen says the merger should be complete by the end of Q1, subject to other closing conditions. A representative for the investor group did not immediately respond to Endpoints News.