We Believe the Pending Merger with Carisma Maximizes Stockholder Value and Represents the Best Path Forward For Sesen Bio

How to Vote

In September 2022, Sesen Bio entered into a definitive merger agreement with Carisma Therapeutics, a clinical-stage biopharmaceutical company focused on discovering and developing innovative immunotherapies. Following extensive engagement with Sesen Bio stockholders, the companies amended the merger agreement in December 2022 to deliver greater value in connection with closing.

Delivers Immediate Value with Future Upside to Sesen Bio Stockholders

Approximately $70M Special Cash Dividend

Direct and immediate value ($0.34/share1)

+

25.2% Stake in $357M Combined Company2

A well-funded company developing groundbreaking therapies for a wide range of cancers ($0.40/share3)

+

$30M CVR4 with Additional Upside

Additional potential value via a Contingent Value Right (CVR) related to proceeds from any sale of Vicineum and Sesen Bio preclinical assets in addition to any proceeds from the milestone payment under the Roche Asset Purchase Agreement ($0.14/share5)

=

Implied Total Value5

$0.34
Per Share
$0.40
Per Share
$0.14
Per Share
$0.88
Per Share
Special Cash Dividend
Special dividend increased from up to $25M (up to $0.12 per share)
Pro Forma Company
CVR
Total
1 Based on basic outstanding shares including unvested RSUs
2 Reflects pro forma company value including stated valuation for Sesen Bio, Carisma, and fully diluted value of the Moderna convertible note
3 Based on pro forma fully diluted post-close company shares outstanding
4 Amounts reflect potential payments in the future and have not been discounted
5 Based on basic outstanding shares including unvested RSUs

Click here to watch Carisma’s CEO, Steven Kelly, discuss Carisma’s approach to fighting hard-to-treat cancers.

Vote Today

The Sesen Bio Board of Directors unanimously approved the pending merger with Carisma Therapeutics and recommends stockholders vote “FOR” all agenda items by telephone, internet or mail in advance of the special meeting on March 2, 2023.

How to Vote