Sesen Bio announces Glass Lewis recommendation to vote for merger with Carisma

Sesen Bio announced that independent proxy advisory firm Glass, Lewis & Co. recommends that stockholders vote "FOR" all proposals, including the pending merger with Carisma Therapeutics, in advance of the company’s upcoming special meeting of stockholders scheduled for March 2. In reaching its conclusion that stockholders should support all proposals, including the merger and the proposed reverse stock split, Glass Lewis noted in its February 17, 2023, report: "…we believe it is reasonable to conclude that the board has likely secured from Carisma the best terms reasonably available to the Company at this time." "Shareholders should understand that with the Company having halted development of Vicineum, and with the completion of the transaction contemplated under the Roche Asset Purchase Agreement, the Company is now effectively a publicly-traded cash shell. As a result, the primary components of the Company’s value are now its public listing and its available cash." "We understand that for the purposes of the proposed merger, the Company is effectively being valued at a premium of $15 million (or approximately 21.4%) to its net cash contribution, which we believe is reasonable." "The proposed merger will allow shareholders to continue participating in the potential future upside of a combined company that will be focused on developing Carisma’s proprietary cell therapy platform. Shareholders will also obtain some immediate liquidity via the special cash dividend, along with additional potential upside from the CVRs." "We agree with the board that it is in the best interest of the Company to reduce the number of shares of common stock outstanding and thereby attempt to proportionally raise the per share price of the Company’s common stock. A higher stock price may help to increase investor interest, attract and retain employees and improve the Company’s ability to raise additional capital through equity offerings." The recommendation from Glass Lewis follows the February 16 report from Institutional Shareholder Services, recommending that stockholders vote "FOR" all proposals. In addition to the positive recommendations of the two leading proxy advisory firms, several of Sesen Bio’s largest stockholders that together beneficially own approximately 12.8% of Sesen Bio’s outstanding common stock have committed to vote their shares for the merger with Carisma. The Sesen Bio board of directors unanimously recommends that stockholders vote "FOR" each of the proposals listed on the White proxy card enclosed with the previously mailed definitive proxy statement / prospectus. Stockholders are urged to vote their shares in advance of the Special Meeting. Stockholders can switch their vote at any time to vote "FOR" the merger. Only the latest-dated proxy counts.