Sesen Bio Amends Merger with Carisma: Special Dividend Raised to ~$70M, CVR Expanded

Carisma Therapeutics Inc.

Expected special cash dividend increased from up to $25M to ~$70M ($0.34/share); up from ~$0.12.
Minimum net cash at closing reduced from $100M to $75M; CVR now includes proceeds from Vicineum and other assets.
Merger expected to close Q1 2023; Carisma's ~$30M financing remains committed and concurrent.
Activist Investor Group (Radoff/Torok, 7.4% stake) continues to demand $100M dividend; company offered $70M.
Post-merger Sesen stockholders expected to own 25.2% of combined company under exchange ratio.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Carisma Therapeutics Inc. amended First Amendment to the Merger Agreement with Sesen Bio, Inc., Seahawk Merger Sub, Inc., and CARISMA Therapeutics Inc. (effective 2022-12-29).

Action: amendment
Agreement: merger
Counterparty: Sesen Bio, Inc., Seahawk Merger Sub, Inc., and CARISMA Therapeutics Inc.
Effective: 2022-12-29

Exact text from the filing

On December 29, 2022, Sesen Bio, Merger Sub and Carisma entered into the First Amendment to the Merger Agreement (the “Amendment”). The Amendment amends the Merger Agreement to, among other things, (i) reduce the minimum net cash of Sesen Bio required at the closing of the Merger from $100 million to $75 million, and (ii) increase the one-time special cash dividend to be paid to Sesen Bio stockholders from up to $25 million to the amount of cash available after Sesen Bio meets the $75 million net cash minimum.

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Carisma Therapeutics Inc. filing history →

Source: SEC EDGAR

accession 0001485003-22-000182

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