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Sesen Bio, Inc.
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PR snip todayJust so we can all do the math ! Highlights of the presentation include: -- The merger with Carisma delivers substantial and immediate value for Sesen Bio stockholders, which is meaningfully better than the alternative of dissolution and liquidation -- Expected special one-time cash dividend of approximately $70 million to be paid shortly after (and contingent upon) closing, $0.34 per share1. -- Additional potential cash upside via Contingent Value Right, including any potential proceeds from any sale of Sesen Bio's legacy assets (including Vicineum) and from the potential $30 million milestone payment, $0.14 per share2, under the Roche Asset Purchase Agreement. -- Without the pending merger with Carisma, the most likely and feasible path for Sesen Bio would be a delisting from Nasdaq followed by a court-managed dissolution of the Company and a liquidation of assets. -- The Sesen Bio Board thoroughly considered dissolution and liquidation and determined there would be significant expense, delay and uncertainty. -- In a dissolution and liquidation scenario, only approximately 60%-90%3 of Sesen Bio's cash balance, approximately $0.40-$0.60 per share, would be available for an initial distribution, which likely would 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. -- Sesen Bio conducted a robust strategic review process to maximize stockholder value -- The Sesen Bio Board proactively initiated a comprehensive four-month review of strategic options, including evaluating merger, sale of assets, resumption of R&D and dissolution and liquidation of assets and wind-down of Sesen Bio. -- Conducted outreach to over 100 parties, resulting in 42 bids. -- Board negotiated with Carisma extensively, including additional due diligence activities with Key Opinion Leaders with expertise in solid tumors and cell therapy to analyze and understand Carisma's pipeline and proprietary cell therapy platform. -- Sesen Bio stockholders stand to benefit from significant potential upside through ownership in combined company -- Sesen Bio stockholders immediately benefit from owning 25.2% stake, $0.40 per share4, in the $357 million5 combined company with potential for significant long-term upside through Carisma's proprietary CAR-M platform that could transform treatment for patients with cancer and other serious disorders. -- Combined company will be led by Carisma's Board and management team, which has strong investor support, comprising of leaders within biotech, including AbbVie, Moderna, Wellington and TPG. |
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