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Sesen Bio, Inc.

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Msg  212 of 232  at  1/26/2023 8:16:58 AM  by


SESN fights back

Sesen Bio Reiterates Confidence that Pending Merger with Carisma is in Best Interests of Stockholders

Company Calls Out Misrepresentations from Investor Group

CAMBRIDGE, Mass.--()--Sesen Bio, Inc. (Nasdaq: SESN) today issued the following statement reiterating the Company’s confidence in, and commitment to, the pending merger with Carisma Therapeutics Inc. (Carisma) in response to the release issued yesterday by Bradley Radoff and Michael Torok and their affiliates (collectively, the “Investor Group”):

Our attempts to engage with the Investor Group have been driven by our belief that an amicable resolution and successful transaction are in the best interest of our stockholders. Despite the fact that Mr. Radoff built his current position after the merger was announced, and the continued efforts by the Investor Group to disrupt the process to the detriment of our long-term stockholders, we still sought to negotiate with them with the hopes of achieving the best outcome for our stockholders. In contrast, we believe the Investor Group continues to be opportunistic and single-minded, disseminating misleading information about discussions with Sesen Bio and its advisors, and appears willing to sacrifice direct and immediate cash value and the potential upside of ownership in the combined company to secure a short-term payout.

It’s important for all Sesen Bio stockholders to know the facts:

False Claims from Investor Group


The Investor Group claims to represent stockholders’ interests.

We believe the Investor Group are opportunists who are advancing their own agenda. Mr. Radoff built his current position after the transaction with Carisma was announced. Since that time, the Investor Group has continued to spread misinformation, including by advocating for an unfeasible distribution scenario with inaccurate assumptions that would leave considerable stockholder value on the table and introduce significant uncertainty and risk for Sesen Bio and its stockholders.

We believe the Investor Group’s stake in Sesen Bio is simply an arbitrage opportunity for them – motivated by financial speculation. The Investor Group has failed to articulate a plan for the Company beyond rejecting the merger and “reconstituting” the Board. Further, we have repeatedly offered the Investor Group the opportunity to meet with Carisma’s management team to learn more about Carisma’s pipeline and growth prospects, which they have consistently declined.

The Investor Group claims that there is an alternate path beyond liquidation.

They are wrong. Without the pending merger with Carisma, the most likely and feasible path for Sesen Bio would be a court-managed dissolution of the potentially de-listed Company and a liquidation of assets.

The Investor Group is ignoring the reality of a court-managed dissolution and liquidation and the significant time, expense and uncertainty it would mean for both Sesen Bio and its stockholders. As we have repeatedly noted, only approximately 60%-90%1 of Sesen Bio’s cash balance, or approximately $0.40-$0.60 per share2, would be available for an initial distribution which may not be available for six months or more after an additional stockholder vote. The full process could take up to three years in the Delaware court system to fully settle Sesen Bio’s potential future and unknown liabilities.

The Investor Group claims that the increased special cash dividend is insufficient.

In response to feedback from Sesen Bio stockholders, Sesen Bio and Carisma amended the merger agreement to increase the expected special cash dividend by more than 180%. Stockholders now stand to receive approximately $70 million at closing, or approximately $0.34 per share3, an increase from the previously stated special cash dividend of up to $25 million. We increased the cash dividend three times as part of our negotiations, offering $40 million, then $65 million until we landed on the $70 million.

The Investor Group claims to be surprised and offended at our offer to discuss an advisory role and reimbursement of their legal fees.

Both offers were made in response to their requests as part of our efforts to negotiate in good faith:

  • In written and verbal correspondence, the Investor Group expressed interest in an advisory role so that their perspectives could be heard. In an effort to come to a resolution where they could share their perspectives directly with management, Sesen Bio offered to discuss an advisor role for the two principals of the Investor Group as additional CEO advisors.
  • The Investor Group repeatedly asked for reimbursement of fees, including in an email request sent on December 23. To be responsive to these requests, Sesen Bio offered to discuss reimbursement of Mr. Radoff’s and Mr. Torok’s legal fees and expenses as part of a settlement agreement, as is customary and standard in such agreements.

The Investor Group has no fiduciary responsibility to other stockholders, and appears to be acting to advance its own interests to the detriment of the Company and its owners. While the Investor Group continues to distort the facts, the Sesen Bio Board will continue to act in the best interests of all Sesen Bio stockholders. The Board remains fully committed to the pending merger with Carisma, which maximizes value for all stockholders.

Sesen Bio’s definitive proxy statement / prospectus and other materials regarding the pending merger can be found at

Sesen Bio stockholders who need assistance voting or have questions regarding the Sesen Bio special meeting may contact Sesen Bio’s proxy solicitor, MacKenzie Partners, toll-free at 1-800-322-2885 or email at

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.

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