On June 9, 2025 Elevation Oncology, Inc. (Nasdaq: ELEV), an innovative oncology company focused on the discovery and development of selective cancer therapies to treat patients across a range of solid tumors with significant unmet medical needs, reported that it has entered into a definitive merger agreement (the "Merger Agreement") with Concentra Biosciences, LLC ("Concentra"), whereby Concentra will acquire Elevation Oncology for $0.36 in cash per share of Elevation Oncology common stock ("Common Stock"), plus one non-tradeable contingent value right ("CVR"), which represents the right to receive: (i) 100% of the closing net cash in excess of $26.4 million; and (ii) 80% of any net proceeds received within five years following closing from any disposition of EO-1022 that occurs within one year following closing, each pursuant to the contingent value rights agreement (the "CVR Agreement") (Press release, Elevation Oncology, JUN 9, 2025, View Source;utm_medium=rss&utm_campaign=elevation-oncology-enters-into-agreement-to-be-acquired-by-concentra-biosciences-for-0-36-in-cash-per-share-plus-a-contingent-value-right [SID1234653773]).
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The Elevation Oncology Board of Directors has unanimously determined that the acquisition by Concentra is in the best interests of all Elevation Oncology stockholders and has approved the Merger Agreement and related transactions.
Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer (the "Offer") by June 23, 2025 to acquire all outstanding shares of Common Stock. Closing of the Offer is subject to certain conditions, including the tender of Common Stock representing at least a majority of the total number of outstanding shares (including any shares held by Concentra), the availability of at least $26.4 million of cash (net of transaction costs, contractual payments to warrant holders and other liabilities at closing), and other customary closing conditions. Elevation Oncology officers, directors and their respective affiliates holding approximately 5.1% of Common Stock have signed tender and support agreements under which such parties have agreed to tender their shares in the Offer and support the merger transaction. The merger transaction is expected to close in July 2025.
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Fenwick & West LLP is acting as legal counsel to Elevation Oncology. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra.