SESN - Sesen gains 11% on amended terms for merger with Carisma

Sesen Bio ( NASDAQ: SESN ) added ~11% pre-market Tuesday in reaction to an agreement with two key shareholders to obtain support for its pending merger with privately held Carisma Therapeutics under amended terms.

The shareholders, Bradley Radoff and Michael Torok, who own approximately 8.7% of Sesen’s ( SESN ) common stock together with their affiliates, have inked a voting and support agreement in favor of the pending merger, the companies said.

The deal comes after Sesen ( SESN ) and Carisma agreed to further modify the previously amended merger agreement announced in December.

Notable changes include a provision to increase the one-time special cash dividend to be paid for Sesen ( SESN ) stockholders to $75M or $0.36 per share, an increase from ~$70M or ~$0.34 per share special cash dividend allowed under the first amendment.

Meanwhile, the companies have also agreed to increase the duration for a Contingent Value Right (“CVR”) related to the sale of Sesen’s ( SESN ) legacy assets, including bladder cancer drug Vicineum to March 31, 2027, from December 31, 2023.

Per the amended terms, Michael Torok is set to join the Carisma board as Sesne’s ( SESN ) only representative after the closure of the merger, which is expected in Q1 2023, subject to shareholder approval and other closing conditions.

The amendments come against a backdrop of shareholder opposition to the merger.

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