Sesen Bio reaches deal with investor group, paving way for Carisma merger

With a new deal, Sesen Bio’s merger with CAR-M player Carisma Therapeutics is finally getting the signal to move forward.

The deal, announced Tuesday, was reached with an investor group that currently controls 8.7% of Sesen Bio’s shares. The group, led by Bradley Radoff and Michael Torok, had previously called the merger “illogical” and “value-destructive.”

If the merger goes through, Sesen’s spot on Nasdaq would be taken over by Carisma and trade as $CARM. Carisma’s current management team, including CEO Steven Kelly, would lead the combined biotech moving forward. The merger with Carisma was announced back in September after Carisma beat out 41 other companies to merge with Sesen Bio. Sesen said in January that it took four months for its board to evaluate all its options.

In order to make the deal happen, Sesen had to make some concessions. Those included increasing a one-time special cash dividend to $75 million, or 36 cents per share. That number is an increase from $70 million — originally $25 million under the first merger agreement.

Other concessions included extending the period of time for a CVR related to the sale of Sesen’s legacy assets from 2023 all the way out to 2027 — and giving Michael Torok a seat on Carisma’s board of directors once the merger is complete.

Sesen’s board chair Jay Duker said in a statement that the company is looking forward to closing the merger by the end of the quarter.

Steven Kelly

Torok said in a statement on behalf of the investor group that they believe that “the amended merger terms represent the most value maximizing path for stockholders.”

With all that set in stone, the last thing left is for the shareholders to vote on the merger — which is currently set for March 2. All shareholders that held stock as of Jan. 17 will be able to participate in the vote.

Sesen saw a 15% jump in its stock $SESN, which has been swimming in penny stock territory.

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