The Ademi Firm is investigating Mersana (NASDAQ: MRSN) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Day One Biopharmaceuticals.
In the tender offer transaction, Mersana shareholders will receive $25.00 per share in cash upfront, plus potential contingent value rights payments of up to $30.25 per share. The transaction provides total equity value of approximately $129 million at closing and a total deal value of up to approximately $285 million if all milestone payments are achieved. The contingent payments are tied to clinical development, regulatory and commercial milestones for Mersana’s B7-H4-directed antibody-drug conjugate Emi-Le.
Mersana insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Mersana by imposing a significant penalty if Mersana accepts a competing bid. We are investigating the conduct of the Mersana board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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