Seer Inc（SEER）资讯与事件SEERSeer Inc

Seer Receives Radoff Proposal to Acquire at $2.55 per Share

Seer confirmed that on July 28, it received a further revised, unsolicited, non-binding acquisition proposal from Bradley L. Radoff and Michael Torok. or the Radoff-JEC Group, to acquire all of the outstanding shares of Seer's Class A common stock for $2.55 per share in cash plus a contingent value right. On July 29, Seer received a revised, unsolicited, non-binding acquisition proposal from Omid Farokhzad, Seer's chair and CEO, to acquire all of the outstanding shares of Seer's Class A common stock for $2.45 per share in cash plus two separate contingent value rights. The previously constituted special committee of Seer's board of directors, in consultation with its advisors, will carefully review and consider both proposals, as well as other alternatives available to Seer, and determine the course of action that it believes is in the best interests of Seer and all Seer stockholders. No stockholder action is required at this time.

Bradley Radoff Proposes Acquisition of Seer at $2.55 per Share

Bradley Radoff and Michael Torok, who collectively own approximately 7.7% of the outstanding shares of Seer, submitted an improved non-binding proposal to acquire the Company - their fourth such proposal - for $2.55 per share in cash plus a contingent value right. The group said, "We are pleased to submit this further improved, non-binding proposal to acquire 100% of the equity of the Company for $2.55 per share in cash, which represents an immediate 51% premium to the Company's unaffected share price and a 29% premium to the current share price, plus a contingent value right representing the right for stockholders to receive 85% of the net proceeds received from any license, sale or other disposition of Seer's business and assets, including PrognomiQ.We would aim to make all payments under the CVR within six to 12 months of the completion of the Acquisition. To be clear, our offer is not speculative or contingent. Our offer does not undervalue Seer or seek to drain Seer of its cash. In fact, the structure of our proposal is designed to ensure that stockholders receive full and fair value for their investment in Seer by way of a CVR providing the proceeds from an open auction process for the Company's business and assets. We believe our proposal offers stockholders many valuable things that the Board's current strategy does not, including: certainty, accountability and a realistic framework for maximizing remaining value. Furthermore, our proposal does not subject stockholders to continued value destruction under the leadership of Chairman and CEO Omid Farokhzad, M.D. Based upon our analysis, Dr. Farokhzad has destroyed more than $1B in investor capital across Seer, BIND Therapeutics, Selecta Biosciences, Tarveda Therapeutics and Senti Biosciences. We kindly request the Special Committee, and the Board as a whole, to consider Dr. Farokhzad's track record at Seer and across other companies as it evaluates subjecting stockholders to continued losses and cash burn while pursuing his failed strategy. We urge the Special Committee to fulfill its fiduciary obligations by engaging seriously with us regarding our proposal and by providing stockholders with a transparent evaluation process. Entrenchment and continued adherence to a failed operating strategy are not acceptable to stockholders. It is also not an option to accept an inferior buyout offer from Dr. Farokhzad. Our improved offer, which is subject to limited confirmatory due diligence, does not expire until August 10, 2026 - we urge the Special Committee and its independent financial advisor to immediately engage with us and negotiate a transaction that will benefit all stockholders. We are ready to move forward and close expeditiously - once again, our proposal is not subject to any financing conditions."

Glass Lewis Recommends Seer Shareholders Vote for Board Election

Bradley Radoff and Michael Torok, who collectively own approximately 7.7% of Seer's outstanding common stock, announced that independent proxy advisory firm Glass, Lewis & Co. has recommended that the Company's stockholders vote on the WHITE proxy card FOR the election of Howard Berman, Ph.D. and Luis Rinaldini to Seer's Board of Directors and WITHHOLD on incumbent directors Terrance McGuire and Dipchand Nishar. Glass Lewis also recommends stockholders vote AGAINST the ratification of the NOL pill. Glass Lewis' recommendation follows a report published by Institutional Shareholder Services Inc., which also endorsed the Radoff-JEC Group's case for change at Seer. In its report, Glass Lewis cited Seer's operating losses and share price underperformance since its IPO as reasons stockholders should withhold support from Messrs. McGuire and Nishar, stating: "[T]he Company's prolonged underperformance, continued operating losses and uncertain path to commercial scale support the conclusion that targeted board change is warranted...The board has had several years to demonstrate that a standalone strategy can translate scientific progress into value for public shareholders, while the Company's recent results suggest that the weak share price performance cannot be attributed solely to broader sector conditions...[Mr. McGuire's] lengthy tenure and committee responsibilities are significant given the Company's severe share price decline, continued operating losses and questions regarding whether executive incentives and accountability have remained sufficiently aligned with shareholder outcomes...[Mr. Nishar's] committee responsibilities make him relevant to questions regarding board composition, succession and whether the board has refreshed its skills with sufficient urgency in response to the Company's performance. The timing and effect of the [NOL pill], which was adopted shortly after the dissident disclosed its position and began advocating for change, add to the broader governance considerations relevant to his continued service."