Seres Therapeutics Stockholders Issue Open Letter to Board of Directors Regarding Reported Engagement With Nestlé
Express Concern Regarding Report That Seres Allegedly Rebuffed an Outright Takeover Offer from Nestlé for $6.00 - $6.50 Per Share
Request that the Board Immediately Provide Stockholders With the Facts Regarding Its Engagement With Nestlé Ahead of the September 30th Closing of the VOWST Sale
Lucien Selce and MKT Capital Ltd. (together, "we"), who collectively own 1.4 million shares of Seres Therapeutics Inc. (NASDAQ:MCRB) ("Seres" or the "Company"), today published the following open letter to the Company's Board of Directors (the "Board").
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September 27, 2024
Members of the Board,
We are writing to you today as a stockholder of Seres who is seeking additional information regarding the Company's planned sale of its VOWST business to Nestlé Health Science.
We have read a recent media report from Betaville which states that Nestlé S.A. ("Nestlé") approached Seres in July 2024 with an offer to acquire the entire Company for between $6.00 and $6.50 a share. Furthermore, the article states that Seres' Board rejected the offer and instead pursued the sale of the VOWST assets, which was initially announced in June 2024.
This concerns us because Nestlé's offer would have represented a more than 622% premium to the Company's stock price.1 Additionally, it is well known that Seres has been struggling to fund its operations. Investors do not appear to have strong confidence in the Company's ability to turn itself around in the public market, as evidenced by the negative stock price reaction to the August 6, 2024 announcement of the signing of the VOWST sale agreement.2 Nestlé's reported offer could have resulted in a superior outcome for stockholders than the VOWST sale, giving certainty of value to your investors.
If this media report is accurate, that would mean the Board violated its fiduciary duty to stockholders – specifically, its duty to maximize stockholder value – and could be held legally liable. We acknowledge that this information stems from a singular media report, which is why we are asking the Board to provide stockholders with a factual assessment of the contents of the report so that we may make fully informed decisions regarding our investment in the Company.
If you do not address my concerns in a timely fashion, we plan to consider all legal remedies under U.S. federal securities laws, which may potentially include asking a court to void the votes of the Special Meeting of Stockholders based on misleading and incomplete information given to investors.
Time is of the essence, as Seres intends to close the VOWST sale to Nestlé on September 30, 2024. We look forward to hearing from you soon.
Sincerely,
Lucien Selce |
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Antoine Khalife |
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MKT Capital Ltd. |
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1 The Company's stock closed at $0.83 on September 26, 2024.
2 The Company's stock closed at $1.28 on August 5, 2024, the day before the announcement of the signing of the VOWST sale agreement, and has not returned that level since the announcement. The Company's stock opened at $0.98 on August 6, 2024 after the Company issued a press release at 7AM EST.
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