Shares of Seer Inc (NASDAQ:SEER) climbed roughly 30% in after-hours trading Thursday after the company's Chair and Chief Executive Officer submitted an unsolicited proposal to purchase the company's Class A shares.
Omid Farokhzad, who holds the combined roles of Chair and CEO, put forward a non-binding offer to acquire all outstanding shares of Seer's Class A common stock at a price of $2.45 per share in cash. The proposed consideration also includes two separate contingent value rights.
In response, Seer's Board of Directors said it will form a Special Committee composed exclusively of independent directors to review the proposal. The committee's mandate will include assessing the CEO's submission, exploring other strategic alternatives available to the company and deciding the course of action it deems to be in the best interests of Seer and its stockholders.
The Special Committee will be supported by independent financial and legal advisers during its review. Seer has named Perella Weinberg Partners as its financial advisor, while Wilson Sonsini Goodrich & Rosati will serve as legal counsel.
The full text of the letter from Mr. Farokhzad that sets out the acquisition proposal will be filed by Seer as part of a Form 8-K. The company also indicated that no action by stockholders is required at this time.
Seer, based in Redwood City, California, develops proteomics technology marketed under its Proteograph Product Suite. The suite combines engineered nanoparticles, automation instrumentation, consumables and analytical software. Seer specifies that its products are intended for research use only and are not designed for diagnostic purposes.
Summary of current procedural steps:
- The Board will establish a Special Committee of independent directors to evaluate the unsolicited offer.
- The Special Committee will retain independent financial and legal advisors to assist the review; Perella Weinberg Partners and Wilson Sonsini Goodrich & Rosati are named advisers.
- The letter from the CEO detailing the proposal will be included in a Form 8-K filing; no stockholder action is required at this time.
This development follows an after-hours market move and initiates a formal governance process to assess the proposed transaction and any alternatives the Board may identify.