Activism: 35%+ Upside (at $1.83)
This is a pretty speculative bet on the activists succeeding in replacing Seer’s board. The company is a net-net, with a clean balance sheet, no debt and $3/share in current net cash, compared to $1.83/share current price. There’s some cash-burn, but even by the end of 2026 net cash should still be around $2.5/share.
For many years, the company has been plagued by poor business performance and an entrenched board. The recent elimination of super-voting shares has substantially reduced management’s voting power and opened the door to activism. It did not take long for activists to appear. If they take over the control at this year’s AGM and realize the net cash value at Seer, the upside from here could be substantial.
Let’s step back and look at how the company got here.
Seer produces nanoparticle-based tools that enable biopharma labs to separate proteins from biological samples with greater precision. The company launched its commercial product in 2021, however sales have been very disappointing. Revenues have remained flat at around $16m over the last four years, with 2026 guidance set at $16-$18m. Not exactly a hockey stick, especially considering the company released a significantly upgraded 3rd generation version of its product last year.
Despite such a tiny revenue base and anemic growth, the company spends $40m+ on R&D, with another $40m+ going to SG&A each year. Cash-burn is quite high and profitability is not expected until 2031. All of this has resulted in the company trading at a steep discount to net cash. The stock is also down 90% since the 2020 IPO price of $19/share.
The company used to be controlled by the founder, chairman, and CEO Dr. Omid Farokhzad through super-voting Class B shares, which gave him 40% of the voting power. The Class B shares were subject to a mandatory sunset provision and were fully converted into common shares in December 2025 on a one-to-one basis. Management attempted to extend the sunset by five years, but Nasdaq did not allow it. Following the conversion, the chairman now owns only 8% in Seer, while management collectively owns ~13%.
Last month, microcap activists Bradley Radoff and Michael Torok built a combined 7.6% stake, purchasing shares around current market prices. In an open letter, they argued that Seer cannot remain a public company and urged the board to immediately begin a sale process to avoid further value destruction.
Management responded by adopting an egregious poison pill that caps ownership at 4.9% (an unusually low threshold), claiming it was necessary to protect the company’s net operating loss assets. The activists countered that the pill was instead “designed to insulate the current Board and to deter or gain an unfair advantage in any potential proxy contest.”
There’s a chance the situation could take an interesting turn. The activists have clearly hinted that they are considering a board challenge. Importantly, the board has been declassified since 2023, meaning all directors will stand for re-election this year. AGMs are typically held in July, and according to the bylaws, the nomination deadline should be around mid-April.
There are three other large shareholders on the register: SoftBank (9.1%), aMoon Fund (8.7%), and Invus Public Equities (7.4%). If they were to align with the Radoff-Torok group, the consortium would already represent 33% of the outstanding shares.
Management’s stake could be worth around $20m if the company’s net cash value is realized. That is fairly substantial relative to their $0.6m annual salaries and $1-3m or so in bonuses. The chairman’s stake alone could be worth $10m+. Incentives are therefore not obviously misaligned.
Another positive is that after the poison pill announcement the stock dropped to near all-time lows and is now trading below the levels prior to Radoff-Torok disclosing their 13D on February 20. The substantial gap to net cash provides some margin of safety as well. Even if nothing happens over the next several months, the downside from here shouldn’t be massive.
By my estimates, after accounting for working capital liabilities and ongoing $11m/quarter cash burn, the company should have around $3/share in net cash by the end of this month. Deducting another $34m in cash burn for the remainder of the year, the net cash should still stand at $2.5/share by year-end. The calculations are provided below:
On top of the net cash, there could be two additional sources of value at Seer:
- Net operating losses: The company has $262.4m of federal and $226.6m of state NOLs, which expire in 2035 if not utilized. The federal NOLs imply a deferred tax asset of roughly $55m at a 21% tax rate. Discounting the deferred tax asset at 10% over 10 years, the NPV would stand at $21m. At 50% of NPV, federal NOLs could potentially be worth around $0.16/share in a sale or reverse merger scenario. State-level NOLs are more difficult to monetize but could also be worth something.
- The operating business: There is not much to add here and it is probably conservative to value it at zero. However, the business generates pretty stable revenues, and has a partnership with Thermo Fisher. There’s a chance it could still be worth something to a large strategic buyer like Danaher, Illumina, Agilent or Thermo Fisher itself.
More on activists
Michael Torok is a business executive and founder of the investment firm JEC Capital Partners.
Bradley Radoff is a microcap activist with a strong track record of advocating for shareholder-friendly capital allocation decisions at other companies:
- He was involved in GHSI, where he held a 20% stake (covered on SSI here). The company sold a major asset in 2024 and announced a liquidation several months later, which ultimately worked out well for shareholders.
- Radoff disclosed a 4% stake in patent troll company VHC in Dec’22. Subsequently, in Mar’23, the activist entered into a cooperation agreement with management whereby the company agreed to pay out a special dividend of $1/share (vs. c. $1.4/share price at the time). Management also agreed to distribute 80% of future proceeds from the litigation between the company and Apple.
- Radoff accumulated a 6% ownership stake in the health/wellness-focused multi-level marketing firm LFVN in May’23, pushing to improve the company’s board of directors and implementing a “value-enhancing capital allocation framework.” Three months later, LFVN announced a $0.40/share special dividend (vs. $15/share price at the time).
- In Nov’22, Radoff disclosed a 3% stake in SESN, a failed biopharma that was undergoing a reverse merger with Carisma Therapeutics. In tandem with another activist investor, they attempted to block the merger and pushed for a liquidation/capital return instead. Eventually, SESN/Carisma agreed to bump the special cash dividend from $0.12/share to $0.34/share as part of the merger consideration.
Radoff’s other activist campaigns include Newpark Resources, where he pushed the company to split its two business segments, and the company eventually launched a strategic review for one of its segments. Another one is Oha Investment Corporation where he successfully advocated for a merger back in 2019.
Concerns and pushback
Seer’s board is clearly entrenched. Outside Seer, the chairman’s track record is not great either. He previously founded BIND Therapeutics, which entered voluntary Chapter 11 in 2016 and was later acquired by Pfizer for $40m (compared to an IPO valuation of $240m three years prior). He also founded Selecta Biosciences, which ended up in a reverse merger with Cartesian Therapeutics in 2023.
Interestingly, recent AGMs did not show particularly strong opposition to management. At the 2025 meeting, roughly 10m votes (11% of the votes outstanding at the time) were withheld against one of the directors. The other directors received between 1m and 6m withheld votes. That said, these figures likely understate the true level of shareholder dissatisfaction. Until December 2025, the founder controlled about 40% of the voting power through super-voting Class B shares, which made any meaningful opposition largely symbolic. There were also no competing nominees, and the major shareholders (VC funds) may not have been closely focused on governance issues at Seer.
If activists decide to run a proxy contest this year, the dynamics could change, creating a real opportunity to overhaul the board.
The main risk is that Radoff and Torok may ultimately be unwilling to push the situation that far. They have a track record of working together, and three of their campaigns from last year ended with fairly lackluster outcomes:
- Tetra Technologies: Radoff and Torok nominated four board candidates and launched a fairly aggressive proxy fight in March 2025. A month later, however, they withdrew their nominees without offering any explanation.
- Atea Pharmaceuticals: The activists owned 3% and pushed for a sale or liquidation, arguing the company could distribute roughly 50% more than the share price at the time. They eventually nominated three directors. The campaign ended in a settlement: one new director was added to the board, a modest $25m share repurchase program was authorized, and the lead independent director agreed not to stand for re-election.
- Alto Ingredients: The activists pushed for a board refresh and the resignation of two directors, warning they could move to nominate their own candidates if management did not comply. A settlement was eventually reached. The two directors stepped down, while Radoff and Torok signed a standstill agreement and received reimbursement of their expenses.
As 2025 and 2024 EBT was negative 73 million and negative 87 million, respectively, why assume 2026 burn of 45 million?
As $159 million of net SEER cash would be ~$3/SEER share using 56.4 million SEER shares out per last 10k, why do you get $2.49?
Answers to ebrodski’s questions:
– I took cash used in operating activities as a proxy for cash burn. Most of the difference comes from adding back depreciation, non-cash operating lease expense, and stock-based compensation. Granted RSUs and stock options typically vest over four years, so adding this expense back for 2026 seems like a reasonable simplification for now. Vesting could probably be accelerated under certain scenarios, but the company’s direction remains unclear at the moment. Stock-based compensation has also been declining substantially in recent years.
– For the share count, I used a diluted figure of 64m shares, as noted in the table above. Starting from the current 56.4m share count, I added 2.9m RSUs and 0.1m from the ESPP. The stock options are less clear. The company has 13m options outstanding with an average exercise price of $2.83/share, while the 8.2m options currently exercisable have an average exercise price of $3.33/share. So a lot of those should be out of the money. For the estimate, I included 1m options granted in 2025 with a $2.17/share exercise price and 3.6m options granted in 2024 with a $1.81/share exercise price.
None of this is super precise, and maybe my estimates are bit too conservative, but some dilution to the current share count is likely. Option exercises could also add a bit of extra cash to the balance sheet.
Thanks for clarifying, so adding the $9 million from options to the table adds $0.14 but the stock-based comp ($15 million and $24 million last year and in 2024, respectively) probably washes out that add.
Why couldn’t SEER “invest”/waste the money (with acquisitions, capex, sg&a) to force activists away?
I think the answer to my question is in directors & mgt owning 7.6 million shares…as mentioned in the writeup above: “Management’s stake could be worth around $20m if the company’s net cash value is realized. That is fairly substantial relative to their $0.6m annual salaries and $1-3m or so in bonuses. The chairman’s stake alone could be worth $10m+. Incentives are therefore not obviously misaligned.”
Wasting cash and destroying value would only help the activists to muster opposition. Wouldn’t help the shareholder returns though. But yeah management owns a decent amount of shares.
There have been cases (e.g., with broken biotechs) where despite material insider ownership, the board took options that torched the remaining cash… Sometimes incentives aren’t as obvious as they seem.
Hi DT,
You mention in the write-up that management attempted to extend the dual-class sunset by five years but that Nasdaq did not allow it.
However, Seer filed a Preliminary Proxy Statement on October 10, 2025 that included a proposal to amend the charter to extend the Class B sunset date. As I understand it, the board recommended that shareholders vote FOR that proposal.
Two things I’m trying to clarify:
1. If Nasdaq ultimately prevented the extension, was the proposal never actually put to a shareholder vote, despite the proxy filing? I haven’t been able to locate a Form 8-K reporting vote results. Did Nasdaq explicitly block the amendment under its listing rules, or was the proposal simply withdrawn before the meeting?
2. If the board recommended extending the founder’s control structure, that would suggest the current directors are aligned with management. In a proxy contest, they would presumably support the status quo.
Given that, why do you think shareholders might vote against the incumbent board in a proxy fight?
You note that SoftBank (~9%), aMoon (~9%), and Invus (~7%) together represent a significant block of the register. But if those investors have historically supported the company and its governance structure, what gives you confidence they would side with activists rather than the existing board?
Thanks.
Hi G98,
As the proxy indicates, management did attempt to extend the sunset provision. My understanding is that the proposal never came to a vote, the plan was dropped and the shares simply converted in December. Radoff and Torok confirmed this in their latest 13D:
“As a reminder, this is the same Board that sought to delay the conversion of the Issuer’s Class B common stock, which were primarily held by the Issuer’s CEO and provided 10 votes per share, for five years, and only abandoned such plan after being informed that it would violate Nasdaq’s listing standards.”
The current directors are likely aligned with the founder, and the board appears entrenched. The key point, however, is that the elimination of the super-voting shares has left management vulnerable. The VC funds on the register are unlikely to be very pleased with how their investment has evolved, but they are not activists, and when the superior voting shares were still in place, opposing management would have been futile anyway. Now that the dual-class structure is gone, they may be willing to support alternative nominees.
Thanks for the clarification.
Wouldn’t it normally be the case that the major shareholders are at least informally canvassed before a proposal like extending the sunset provision is put forward? Even if they couldn’t realistically block it at the time due to the super-voting shares, I would have thought that as a matter of normal governance and investor relations the board would have had some sense of their views before filing the proxy.
If so, the fact that the proposal was brought forward might imply at least some tolerance from the large shareholder group for the status quo at the time.
Given your extensive experience with these types of situations, what do you think is the most likely outcome here?
Management was obviously incentivized to extend the sunset and had the votes to push it through regardless of what minority shareholders thought. I don’t think that attempt signals anything about minority sentiment.
The company amended its poison pill to settle a shareholder lawsuit. Not entirely clear if this was Radoff and Torok or another holder. If I get this right, the key change tightens the “beneficial ownership” definition to actual economic ownership, removing the room for broad interpretation around acting in concert and similar concepts. Company paid $250k to settle. Not a great look for the board.
it was someone else.
this situation is interesting..it reminds me of nanostring which went bankrupt. Smart Sciencist ceos often don’t see the dangers or are totally blinded by market reality and love the money they extract from the entity before it goes belly up.
nanostring was bought in bankruptcy by Bruker.
I have seen these kinds of biotech companies before. yes it’s trading below cash but the discount doesn’t close as market is skeptical it won’t just keep dropping until it reaches penny status , gets delisted or they do a reverse split.
why has no life science company made an offer ? no interest, no revenues..several other companies like somalogic and olink sold themselves..they saw the writing on the wall. management is probably vested but blind to the risk of staying public.
one issue I have is torok is an activist but not a natural buyer. if he or his electees facilitate a sale to a life science tools company it would be much better I think. but maybe they want it private prior to that.
in my estimation if they win 2 or 3 seats, they will need to swing just 1 director to effect a sale.. everyone will fight for that one guy’s vote lol.
if they win 1 seat it’s over .
however it still could be undervalued but are you willing to wait around to sub $1 until they’re forced to act ?
This setup is not about the sale of life sciences company. Radoff’s and Torok’s offer is essentially a liquidation proposal, whereby existing cash on the balance sheet will be distributed to shareholder and any further assets sales would come only in the form of CVR.
then I think it will fail. this needs a life science buyer who will develop the tech better and the cash is a bonus. that 1 director they want to swing could say they would agree but only to a sale to a 3rd party biotech picks and shovels firm. shareholders would get paid the same amount either way because that company presumably would seek only a small discount – or no discount to the cash. in fact I also do believe it should not be sold below say 80% cash , but they have no chance as a standalone public co. I think this drama might develop in several stages whether torok wins or loses
looks like they offered a tender for 20m at 2.5 without response..but it also implies they’re worried they don’t have the votes to win 3 seats ? if the offer is taken , 1.7 + 2.5 roughly 60 40 means 2 payout if the stock doesn’t move down more or 17%…could be good for 10% if they take the offer and stock drops some more..a full sale would have been so much better.
This one deserves an update. Any thoughts on the Radoff/JEC bid? From the description here, it sounds like it would be rejected by the company.
Does anyone have any views on the Radoff offer and what the possible outcomes are from here? I think it’s a fair offer, I’m guessing management is against but I’m not sure how receptive the large shareholders might be?
Activists Bradley Radoff and Michael Torok have made a non-binding takeover offer for SEER. The bid includes $2.25/share in cash plus a CVR to receive 80% of the net proceeds from future asset sales. The buyers are ready to complete due diligence and negotiate a definitive merger agreement by April 30.
The cash component values SEER at $143m versus the ~$160m of net cash (after working capital liabilities and leases at full book value) that SEER should have by the end of 2026. That’s a pretty reasonable 10% discount (similar to what Kevin Tang used to offer for busted biopharmas), plus the activists would pocket 20% of the proceeds from any asset sales. While not super exciting, I guess you could call the offer fair.
Any thoughts on what happens next?
I think the offer will be rejected. Management is entrenched and apparently ignored all of the activists’ previous proposals to create value, including launching a sale process or doing a large tender. It’s possible Radoff and Torok made the offer to ramp up the pressure on the board and increase attention ahead of the AGM. However, the activists have nominated only 3 directors (out of 7 seats), which doesn’t give them full control. Maybe they expect to remove the chairman and still get effective control that way.
Management called the offer “highly contingent, non-binding and unsolicited.” Doesn’t look like they’re very happy about it. Most likely it will be rejected?
Activists Radoff and Torok bumped up the cash portion of their non-binding offer from $2.25/share to $2.35/share. The current spread is at 20%. The bidders have also offered to put up a “substantial” reverse break fee and inject $10m into the company. The CVR portion, which promises 80% of proceeds from future asset sales, remains unchanged. The activists claim the board still hasn’t even picked up the phone to discuss the bid. The offer expiration has been pushed to May 2.
At the new price, the cash component values SEER at $150m compared to ~$160m of net cash (after working capital liabilities and leases at full book value) that SEER should have by the end of 2026. It is a decent offer, but given how entrenched management is and its silence on the original proposal, I wouldn’t be surprised to see the improved bid rejected.
https://www.bamsec.com/filing/92189526001072?cik=1726445
And rejected:
https://investor.seer.bio/news-releases/news-release-details/seer-board-directors-unanimously-rejects-revised-unsolicited
No surprises here. The main pushback is that the bid comes below the company’s current cash and investments. Management is basically implying their standalone strategy has value despite the ongoing cash burn.
Q1 cash burn came in a bit higher than expected at ~$16m, versus ~$12m in the same period last year. Management has reiterated its 2026 revenue guidance. While an official AGM date hasn’t been set yet, it should pop up sometime this summer based on the historical schedule. As before, activists Radoff and Torok have nominated 3 candidates.
Bradley Radoff and Michael Torok have submitted a third non-binding proposal to acquire SEER for $2.40/share in cash plus a CVR. That’s only $0.05 bump from the $2.35/share offer the board rejected last month, while the CVR terms remain unchanged. This latest bid expires on May 29 and will most likely be rejected too. The activists reiterated their three board nominees and demanded the board hold off on any M&A spending sprees ahead of the AGM.
https://www.bamsec.com/filing/92189526001286?cik=1726445
Management and the activist group filed their preliminary proxies which show that friendly resolution is off the table. The proxy contest for the 2026 AGM is now underway with Radoff group nominating 3 directors.
The latest $2.40/share cash plus CVR offer was also rejected by the board:
“As with the prior proposals submitted by the Radoff-JEC Group, the May 14 Revised Proposal continues to imply an equity value for Seer that is meaningfully below the sum of Seer’s current cash, cash equivalents and investments.”
Management also attempted to discredit the proposals by claiming they lacked evidence of available funds. The activists rebutted this in their May 21 proxy, stating they could finance the offers with cash on SEER’s balance sheet. This confirms the buyout is structured effectively as a liquidation of SEER.
Received the proxy materials and option to vote for the 3 nominees. I assume the play is to side with the activists and vote FOR their nominees?
Yes.
AGM date is July 28 btw
The new filing from activists shows they offered to drop the proxy fight in exchange for a 20m share tender offer (36% of shares outstanding) at $2.50/share. The board has not responded. Seeking a settlement one month before the AGM is not a good look.
https://www.bamsec.com/filing/92189526001662?cik=1726445
Could it not be more a case of the activists showing they tried buy outs, now they tried tenders, and still the board does nothing, saying that the board are so entrenched they won’t do anything to save the company?
if things don’t go right with this activist proxy vote , this will be bought in bankruptcy like Nanostring with the equity wiped out imho. AI tells me seer is engaged with an advisor and they may not have responded because they are in the process of their own strategic review. anyway , interesting drama here. the odd question for me is how can this company have almost no revenue if its such a good and simple idea? I think the best outcome is a buyout by a chromatography division (eg waters , TMO, DHR) that offers this product to customers as an add-on whether Torok buys it all or an outside buyer is brought in. In fact that might even be one of the negotiating points..if they win 2 or 3 board seats, 1 or 2 existing directors might agree to a sale but only to another scientific based company.
this was unexpected..offer from ceo for 2.45 plus 2 cvrs. wonder when it will close or if this will change the proxy vote.
In a surprising development, SEER’s chairman/CEO made an offer for the company himself. This explains why management had previously been rejecting seemingly fair bids from the activists.
The chairman’s offer of $2.45/share plus two CVRs is, in essence, very similar to Radoff’s offer of $2.40/share plus a CVR. Both feature similar upfront cash consideration and CVRs linked to a future license, sale, or disposition. My guess is that the activists will happily accept the latest offer.
The stock is up 42% on the news and now sits fairly close (at $2.30/share) to the cash consideration level. The easy money on this trade has been made, and I’m moving on.
Radoff & Co issued a statement in response to the offer by Chairman/CEO Farokhzad.
“The activists consider the CVR portion to be ‘vastly inferior’ to their own offer and also ‘caution the Board against entering into any agreement with Dr. Farokhzad prior to stockholders having an opportunity to elect independent representatives’.
But importantly, they are not explicitly objecting to the offer. Cautioning is quite far from voicing any opposition. So my guess is that CEO’s offer will go through smoothly.
The tidbit about a larger company buying it to integrate into its operations and that they’re subscale suggests the possibility of a higher price , perhaps 3 a share. But the admonishment not to close a deal with the ceo prior to that suggests they are worried about that outcome before the vote. they probably feel if they win 1 or 2 seats they can steer the special committee to a deal with a life science firm.
Why is SEER at $2.17 given $2.45 from CEO?
CEO’s offer is still non-binding and any vote on the offer will likely be done only after the annual shareholder meeting. If the directors nominated by the activists get elected then a full strategic review might be announced rather than straight-forward sale to the CEO. That’s probably most the core reasons for the spread.
Thanks
because the board is captured by the ceo. if Radoff does not get imho 2 or 3 seats , nothing stops the ceo from cancelling his offer or the board saying it’s not enough even the CEO’s offer (possibly even at the CEO’s private direction). Also even if Radoff gets 2 or 3 seats they will direct a special process, which probably involves reaching out to life science tool companies for a bid. How long will this take ? 6 months ? 1 year ?
ps the stock could even go sub 2 again if this process drags on. we just don’t know hence the large spread. another issue is if the CEO even has financing for the deal.
however my impression of the ceo letter is that he is educated and a straight shooter, albeit in the past willing to go the last dollar to see if they succeed or fail which is a common defect of founders. they don’t know when there is permanent weakness , especially as a public company it is very unforgiving. let’s see if this is true.
Interesting, CEO’s offer has also been rejected as too low. Are they trying to frame it as “look, we have rejected an even higher offer, there’s no way we could accept Radoff’s offer?” Maybe it’s possible that the CEO will raise and the board will save face as holding out for value all along?
“Special Committee carefully reviewed the Proposal in consultation with its independent advisors and unanimously determined that it is not in the best interests of Seer’s stockholders because it undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects. In reaching this conclusion, the Special Committee noted that the contingent value rights included in the Proposal, which are intended to allow Seer’s stockholders to benefit from future developments related to Seer’s technology, were insufficient to fully value Seer and its growth potential.” https://investor.seer.bio/news-releases/news-release-details/seer-urges-stockholders-vote-seers-highly-qualified-director
Meanwhile, ISS issued support for Radoff.
https://investingnews.com/radoff-jec-group-announces-iss-support-of-its-case-for-change-at-seer-inc/
more likely view: special committee (including CEO) is delusional about the value of this rapidly melting cash pile. CEO is a little more rational with his offer but it seems his yes-man take the cake of incompetence. even ceo offer was worth up to say 7 per share with the CVR..I see no way this is worth anything near that so someone is wrong..my bet is with special committee..if activists don’t get 2, better 3 members on the board this has high probability to sink below 1 per share probably within 1 year.
anyone have access to the meeting today?
i forgot to register :(
https://www.cesonlineservices.com/cgi-bin/OLSL00.spx?slID=seer_vm&slCD=3xj
Radoff lobbed another bid yesterday at improved terms of $2.55/share plus a CVR. This is above the CEO’s rejected bid.
The problem is that the entire director slate was re-elected at yesterday’s shareholder meeting. Given that Radoff’s offer represents only a small increase and that the activist now has no obvious way to influence the board, I think this story is over.
https://www.globenewswire.com/news-release/2026/07/28/3334858/0/en/Seer-Stockholders-Vote-to-Re-Elect-All-Seven-of-Seer-s-Director-Nominees-at-2026-Annual-Meeting.html
https://www.sec.gov/Archives/edgar/data/1380585/000092189526001879/dfan14a09076074_07282026.htm
over as in going sub 1 ?
the new offer actually offers 85% of resale amount as a CVR. it seems odd the board would not agree to that. it literally preserves 85% of the upside and 2.55 cash on top.
Each of the offers made so far was relatively reasonable, yet all were rejected. The insiders simply want to continue operating the business and getting paid.
This is often the rule of the game in biotech. Unless an activist takes control, the default path is usually to continue burning cash when insider alignment is poor, which is clearly the case here.
After recent developments, the evidence is overwhelmingly against the activist succeeding.
how is it that the shareholders of the company rejected ALL 3 activist directors after an extensive proxy battle? I wonder now if it is possible the shareholders plan to , or management assured them they would shop the company, maybe to one of the major shareholder’s contacts? it just seems odd all 3 rejected when 3 proxy advisory firms recommended the activist directors.
https://investor.seer.bio/news-releases/news-release-details/seer-confirms-receipt-further-revised-unsolicited-acquisition
drama queen seer continues the buyout fight against itself 😂
Honestly, tough to say. I do not want to overcomplicate the interpretation of the setup.
The simplest way to look at special situations like this is usually to focus on incentives and past behavior. Most of the time, that is also the most reliable framework.
Could I be wrong here? Sure. Maybe management did convince shareholders that they would run a further sale process, possibly through one of the major shareholders’ contacts. That is possible. But it could also simply be a delay tactic, and given this board’s history, that would not be a surprising outcome either.
As for the vote itself, insiders had pretty significant ownership exposure at around 18%. So they already had a meaningful head start against the activist. Assuming 80% shareholder participation, even if the remaining participating shareholders voted 60/40 against the board, the activist still would have lost. So this was always an uphill battle.
We should get a clearer picture of what actually transpired at the AGM once the full voting results are released.
On the new CEO offer, it is basically the same as the one the board already rejected. So I just do not see either of the outstanding offers being accepted now, especially the CEO’s bid.
That said, the 8-K for the revised CEO offer is not out yet, so let’s see if there were any changes to the CVR structure. The cash portion remains at $2.45/share vs the activist’s $2.55/share offer.
the problem is these guys are all bumbling onto a bad solution..who wants this CVR? I think if is biotech pays 3 to 5 per share by year end they should take it..the risk is nobody is there to do so in which case they should take the 2.5 and CVR for a future resale. Radoff claims they can flip it in 6 to 12 months..well that’s funny..if they can do that do it now and forget the CVR structure just get some biotech to bid 2.75 to 5 per share now and take the offer..I do not see any way this is worth 1 to 2 billion+ which is where the CVR pays the max 4$ the ceo says in his offer. if it sells for like 250 to 500m the payout is around 3 to 4 at best.
For Radoff, the whole point is to buy the company below net cash and keep the CVR optionality for free.
He may be saying that the remainco can be sold easily, but that seems way too optimistic. This structure is clearly designed to create a free out-of-the-money option on a potential sale of the remaining assets. No one is going to pay a meaningful premium for that optionality upfront.