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Cargo Therapeutics, Inc. (NASDAQ:CRGX), a biotech company with a market capitalization of $219.57 million and strong liquidity position, announced Monday the completion of its acquisition by Concentra Biosciences, LLC, following the successful conclusion of a tender offer and subsequent merger. According to InvestingPro data, the company maintained more cash than debt on its balance sheet prior to the acquisition. The information is based on a press release statement filed with the Securities and Exchange Commission.
Concentra Biosciences, through its wholly owned subsidiary Concentra Merger Sub VII, Inc., finalized a tender offer to purchase all outstanding shares of Cargo Therapeutics common stock at $4.379 in cash per share, plus one non-transferable contingent value right (CVR) per share. The CVR entitles holders to potential future payments under the terms of a contingent value rights agreement.
As of the offer’s expiration at 12:01 a.m. Eastern Time on Monday, approximately 34.57 million shares, representing about 71.48% of Cargo’s outstanding shares, were validly tendered and not withdrawn. All conditions of the offer were met, and Concentra accepted all tendered shares for payment.
Following the tender offer, Concentra completed a merger with Cargo Therapeutics on Tuesday, making Cargo a wholly owned subsidiary. Each remaining outstanding share, except those held by certain affiliates or shareholders exercising appraisal rights, was converted into the right to receive the same offer price. The deal comes after Cargo’s shares declined by approximately 74% over the past year, according to InvestingPro analysis, which offers comprehensive financial metrics and additional insights about company valuations.
As part of the merger, all outstanding stock options with an exercise price below the cash offer were canceled in exchange for a cash payment and a CVR for each underlying share. Options with an exercise price equal to or above the cash amount were canceled without consideration. All outstanding restricted stock units were also canceled in exchange for the cash amount and a CVR per unit.
Cargo Therapeutics notified the Nasdaq Stock Market of the merger’s completion and requested suspension of trading of its common stock before the market opened Tuesday. The company also initiated the process to delist its shares from Nasdaq and deregister them with the SEC.
The transaction resulted in a change of control, with Cargo Therapeutics becoming a wholly owned subsidiary of Concentra Biosciences. The company’s board of directors and certain officers resigned, and the directors and officers of Concentra Merger Sub VII assumed management roles at Cargo.
Cargo’s certificate of incorporation and bylaws were amended and restated as part of the merger process.
In other recent news, Cargo Therapeutics announced a definitive merger agreement with Concentra Biosciences. Under the terms of the agreement, Concentra will acquire Cargo Therapeutics for $4.38 per share in cash, along with a contingent value right (CVR). This CVR entitles shareholders to additional payments based on specific financial conditions, including 100% of Cargo’s closing net cash exceeding $217.5 million and 80% of net proceeds from certain product dispositions within two years post-closing. The transaction is expected to be finalized by August 2025. Following the acquisition announcement, Jefferies adjusted its price target for Cargo Therapeutics from $3.70 to $5.00 while maintaining a Hold rating. These developments highlight the strategic moves being made by Cargo Therapeutics and the financial community’s response to the merger.
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