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Msg  218 of 232  at  1/30/2023 7:26:10 AM  by


The following message was updated on 1/30/2023 8:10:48 AM.


Good morning , co.
So, the devil is in the details. If you go through the PR's about the merger , you'll find that the 'investor group' has managed to increase the worth of the deal. Cash dividend went from $45M to $70M ----- investor group ( not happy ) wants $100M ( valued at 0.50 per share vs 0.34 ) . 
snip :

On November 18, 2022, Bradley Radoff and Michael Torok and their affiliates (collectively, the "Investor Group") disclosed beneficial ownership of 5.7% of Sesen Bio's outstanding common stock, indicated to Sesen Bio that it would not support the pending merger with Carisma on the terms set forth in the merger agreement and subsequently demanded the payment of a special cash dividend to Sesen Bio stockholders in the amount of $0.50 per share or approximately $100 million. On December 1, 2022, the Investor Group disclosed ownership of 7.4% of Sesen Bio's outstanding common stock. Both Sesen Bio, Carisma, and the companies' respective advisors have engaged with the Investor Group in an attempt to foster a constructive dialogue and reach an amicable resolution regarding the pending merger.

During such discussions, Sesen Bio and Carisma offered to significantly increase the amount of the special cash dividend by $45 million to approximately $70 million. This would increase the immediate value paid to Sesen Bio stockholders while providing the go-forward combined company with the necessary net cash of $75 million to fund its operations, based on an expected Sesen Bio net cash as of immediately prior to close and before issuance of the cash dividend of approximately $145 million.

The Sesen Bio Board of Directors continues to believe the merger provides Sesen Bio stockholders with both immediate value and future upside, which is far superior to the risk, uncertainty and prolonged timeline associated with Sesen Bio re-initiating a process to evaluate (or re-evaluate) potential strategic alternatives, including a liquidation. Based on the comprehensive review process conducted with the Sesen Bio Board of Directors, the payment of a special cash dividend without a concurrent transaction would be unlikely.

However, despite the offer to increase the expected special cash dividend to approximately $70 million from up to $25 million and the immediate value represented by the dividend, CVR and continued ownership in the combined company - and despite the parties and their advisors providing the above information - the Investor Group nonetheless continues to demand an approximate $100 million special cash dividend.

Going to the website, you can see the proposed breakdown....make sure to look at the fine print ! 
and here is Carisma's webite :
 I completely discount the CVR aspect since most CVR's don't seem to happen. 
The estimate for the combined company value is listed as 0.40 per share ( with this footnote : 
2 Reflects pro forma company value including stated valuation for Sesen Bio, Carisma, and fully diluted value of the Moderna convertible note  
Idk, seems to me that the value of SESN shares are up in the air. Of course, with this hanging on a vote....I would not be adding shares at this point.
I do like that Moderna is involved with Carisma ( and there is a reference to Roche as well ) and Carisma was founded by some UPenn guys. Downside, Carisma seems to be early stage . 
Believe I also read that the timeline to close this deal is pretty far out.  
To me, the best chance we have is by voting no. Either way , there will be legal battels. If this vote goes through , the investor group will continue to fight. If it doesn't go through , SESN does either of 2 things : legal battle or agrees to conditions ( value) of investor group . Whadda mess

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