We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Sesen Bio, Inc. (“Sesen” or the “Company”) (NASDAQ:SESN), in connection with the proposed merger of the Company with Carisma Therapeutics Inc. (“Carisma”). Under the merger agreement, Carisma shareholders will receive newly issued shares of Sesen common stock pursuant to an exchange ratio formula set forth in the merger agreement. Immediately priort o the closing of the proposed merger, the Company’s shareholders will be issued a contingent value right (“CVR”) for each outstanding share of Sesen common stock held. Upon completion of the transaction, Sesen shareholders are expected to only own approximately 41.7% of the combined company, while Carisma shareholders are expected to own approximately 58.3%.
Weiss Law is investigating whether (i) Sesen’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the merger consideration adequately compensates Sesen’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.