Sesen sweetens Carisma deal to win over rogue investors in time for Valentine's Day

Just in time for Valentine’s Day, Sesen Bio has made up with a group of investors who had alleged they were offered a “bribe” to support a merger with cell therapy biotech Carisma Therapeutics, clearing the way for the transaction to proceed.

Shareholders Bradley Radoff and Michael Torok will now vote in favor of the merger between the two companies after Sesen agreed to amend the agreement and up the dividend to be paid out to stockholders, according to a February 14 press release. Stockholders will now be up for $75 million, or 36 cents per share, which is up from $70 million and 34 cents per share in a revised proposal. The original December proposal was $25 million.

The new deal also extends the time that shareholders will receive payments for any proceeds from the sale of bladder cancer med vicineum or other assets to March 31, 2027, compared to December 31 of this year under the previous offer. Sesen has signed a purchase agreement with Roche for the monoclonal antibody EBI-031 and other assets. Roche paid out $40 million as of the end of September 2022, according to Sesen’s third-quarter financial results.

Torok will also join Carisma’s board as the only representative from Sesen once the merger closes.

Radoff and Torok had led a group of investors who collectively own about 8.7% of Sesen to revolt against the proposed merger with Carisma. They contended that they had been offered advisory roles and cash reimbursement for expenses in exchange for their support, which they said was “akin to a proposed bribe.”

Sesen is executing the merger in an attempt to stave off dissolution after a bad year in the clinic and the decision to end work on a phase 3 trial for vicineum.

With Radoff and Torok in line, the deal is expected to close by the end of this quarter, according to the release. Once the merger has closed, Sesen will be no more, and the combined companies will push Carisma’s pipeline of chimeric antigen receptor macrophage therapies forward under that name. Sesen's shareholders will own just over 24% of the new company.