• | Parent is offering to buy your securities. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” Certain obligations of Parent and Merger Sub under the Merger Agreement have been guaranteed by Tang Capital Partners, LP, pursuant to the Limited Guaranty. |
• | Parent is Concentra Biosciences, LLC. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” |
• | Merger Sub is Concentra Merger Sub V, Inc. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” Merger Sub has been organized in connection with the Merger and has not carried on any activities other than entering into the Merger Agreement and activities in connection with the Offer. |
• | Guarantor is Tang Capital Partners, LP. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” |
• | The sole manager of Parent and the general partner of Guarantor is Tang Capital Management, LLC. See “The Tender Offer—Section 6. Certain Information Concerning Parent and Merger Sub.” |
• | Purchaser is seeking to purchase all of the outstanding Shares of IGM. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.” |
• | Purchaser is offering to pay: (i) $1.247 per Share in cash (the “Cash Amount”); and (ii) one non-transferable CVR for each Share, which represents the right to receive certain contingent cash payments equal to a pro rata share of the following, each pursuant to the CVR Agreement and collectively, the “CVR Proceeds”: |
(i) | “Disposition Proceeds”: 80% of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition or grant of rights (each, a “Disposition”) by Parent or any of its affiliates, including IGM after the Merger, of all or any part of: (a) IGM’s product candidates known as: (A) imvotamab, an IgM-based CD20 X CD3 bispecific antibody T cell engager; (B) IGM-2644, an IgM-based CD38 X CD3 bispecific T cell engager; (C) aplitabart (or IGM-8444), a Death Receptor 5 agonist; (D) IGM-7354, a targeted IL-15/IL-15R IgM antibody; (E) IGM-8447, an IgM-based Death Receptor 5 agonist; and (F) IGM-2537, an IgM-based CD123 X CD3 bispecific antibody T cell engager (the “CVR Products”); or (b) patents and patent applications owned or controlled by the Company immediately prior to the closing of the Merger and set forth on Schedule 1 of the CVR Agreement, together with all patents issuing thereon or claiming priority thereto (the “Company Patents”), that occurs within the period beginning on the Merger Closing Date (as defined in the Merger Agreement) and ending on the first (1st) anniversary following the Merger Closing Date, and such Gross Proceeds (as defined in the CVR Agreement) are received by or otherwise due to Parent or any of its Affiliates by the first (1st) anniversary following the Merger Closing Date; and |
(ii) | “Additional Closing Net Cash Proceeds”: 100% of the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $82,000,000, adjusted for any claims Parent reasonably determines to be valid five (5) business days prior to the Merger Closing Date that are not accounted for in such Closing Net Cash (the “Additional Closing Net Cash Period”). |
• | There is a risk that you may receive no payments under the CVR Agreement. Therefore, in making a decision to tender your Shares, you should understand that if the CVR does not generate any payments, the only consideration that you would receive is the Cash Amount of $1.247 per Share that is being offered pursuant to the Offer. You should base your tender decision on the Cash Amount as it may be the only consideration you receive in the Offer. See the Introduction and “The Tender Offer—Section 1. Terms of the Offer.” |
• | If your Shares are registered in your name and you tender your Shares, you will not be obligated to pay brokerage fees or commissions or similar expenses. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the Introduction and “The Tender Offer—Section 3. Procedures for Tendering Shares.” |
• | At or prior to the Offer Closing Time, Parent, Merger Sub, the rights agent (the “Rights Agent”) and the representative of the holders of the CVRs (the “Representative”) will enter into the CVR Agreement governing the terms of the CVRs. Each CVR will represent a contractual right to receive contingent cash payments equal to a pro rata share of any Disposition Proceeds and Additional Closing Net Cash Proceeds, each as described above and pursuant to the CVR Agreement. |
• | Any Disposition Proceeds would be calculated and payable based on the distribution of Net Proceeds from Dispositions. We cannot predict whether any Dispositions will occur at all, or at what price they may be effected. Net Proceeds would depend upon various unknown factors, including market conditions, the identification of potential acquirers, the conclusions reached by potential acquirers after conducting due diligence with respect to the CVR Products or the Company Patents, and Parent and Merger Sub’s ability to negotiate and consummate Dispositions with such third parties. |
• | Any Additional Closing Net Cash Proceeds would be calculated and payable based on the realization of any net savings equal to the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $82,000,000, adjusted for any claims Parent reasonably determines to be valid five (5) business days prior to the Merger Closing Date that are not accounted for in such Closing Net Cash. We cannot predict whether any net savings will be realized at all, or to what extent. Net savings would depend upon various unknown factors, including unforeseen claims and costs that IGM may incur. |
• | In connection with the Offer, none of the co-offerors engaged any independent valuation firm to conduct an analysis of the potential value of the CVR Products or received any material non-public information assessing the value of the CVR Products. |
• | During the Disposition Period, Parent shall, and shall cause Merger Sub, licensees and rights transferees to use commercially reasonable efforts to: (i) enter into one or more agreements providing for a sale, transfer, license or other disposition or grant of rights of all or any part of the CVR Products or the Company Patents (each a “Disposition Agreement”) as soon as practicable following the Effective Time; (ii) retain an employee or consultant of Parent or Merger Sub for the purpose of maintaining and preserving the CVR Products and Company Patents (as defined in the CVR Agreement) and seeking, negotiating and executing Disposition Agreements; (iii) maintain the CVRs (including fees and expenses related to the Rights Agent and the Representative); (iv) maintain and prosecute the intellectual property relating to the CVR Products and Company Patents; and (v) continue the CMC Activities (as defined in the Merger Agreement) of the CVR Products to the extent the costs associated with such CMC Activities were included in the Closing Net Cash Schedule. For the avoidance of doubt, Parent and Merger Sub are not obligated to pursue new clinical, manufacturing or enabling work with respect to the CVR Products. |
• | The CVR holders will have no greater rights against Parent under the CVR Agreement, or the Guarantor under the Limited Guaranty, than those of general unsecured creditors of Parent or the Guarantor, as applicable, including in the event of any bankruptcy. The CVRs would be effectively |
• | It is currently anticipated that up to an aggregate of 62,655,883 CVRs will be issued, representing CVRs to be issued as part of the consideration for each of the issued and outstanding Shares, as well as Shares underlying each outstanding In-the-Money Option, Company Restricted Stock Unit and Company Pre-Funded Warrant immediately prior to the Effective Time. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | Yes. You will only receive payments with respect to your CVRs upon: |
(i) | the receipt of Net Proceeds by Parent or any of its affiliates, including IGM after the Merger, from any sale, transfer, license or other disposition or grant of rights of all or any part of the CVR Products or the Company Patents by Parent or any of its affiliates, including IGM after the Merger, that occurs within the period beginning on the Merger Closing Date (as defined in the Merger Agreement) and ending on the first (1st) anniversary following the Merger Closing Date, and such Gross Proceeds are received by or otherwise due to Parent or any of its Affiliates by the first (1st) anniversary following the Merger Closing Date; and |
(ii) | the realization of any net savings equal to the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $82,000,000, adjusted for any claims Parent reasonably determines to be valid five (5) business days prior to the Merger Closing Date that are not accounted for in such Closing Net Cash. |
• | The co-offerors estimate that the amount that will be payable under the CVRs is most likely between $0.00–$0.02 per CVR, consisting of: (i) $0.00 per CVR in Disposition Proceeds; and (ii) $0.00–$0.02 per CVR in Additional Closing Net Cash Proceeds. However, this range of values is based on estimates and assumptions regarding future events, as more fully described below, and there is no guarantee that any payment will be made to holders of the CVRs, and, thus, for purposes of determining whether to tender your Shares in the Offer you should assume that no payment will be made under the CVR Agreement and the only consideration paid by the co-offerors will be the Cash Amount of $1.247 per Share. |
• | Disposition Proceeds: The co-offerors’ estimate of the amount that will be payable under the CVRs with respect to the Disposition Proceeds is based on the co-offerors’ assessment of the CVR Products and their experience operating and investing in biotechnology companies and co-offerors’ independent research. The CVR Products are early-stage product candidates for which there are no current plans to further advance in development. Further, there is uncertainty regarding co-offerors’ ability to attract a potential acquirer for the CVR Products. Even if co-offerors were to be successful in negotiating transaction terms with a potential acquirer of the CVR Products, the transaction may include future development, regulatory or commercial milestone payments, thus, there is uncertainty regarding whether any potential acquirer of the CVR Products would be able to: (i) initiate and complete successful nonclinical studies and clinical trials for any product related to or based upon the CVR Products; (ii) conduct sufficient clinical trials or other studies to support the approval and commercialization of any product related to the CVR Products; (iii) demonstrate to the satisfaction of the U.S. Food and Drug Administration and similar foreign regulatory authorities the safety and efficacy and acceptable risk-to-benefit profile of any product related to the CVR Products; (iv) seek and obtain regulatory marketing approvals for any product related to the CVR Products; (v) establish and maintain supply and manufacturing relationships with third parties to ensure adequate and legally compliant manufacturing of bulk drug substances and drug products to maintain that supply, (vi) launch and commercialize any product candidates that were to obtain marketing approval and, if launched, |
• | Additional Closing Net Cash Proceeds: The co-offerors’ estimate of the amount that will be payable under the CVRs with respect to the Additional Closing Net Cash Proceeds is based on co-offerors’ current assessment of projected Closing Net Cash as of the Merger Closing Date, adjusted for any claims reasonably determined to be valid by Parent five (5) business days prior to the Merger Closing Date that are not accounted for in such Closing Net Cash. For example, and for illustrative purposes only, if the Closing Net Cash as finally determined in accordance with the Merger Agreement is estimated to be $83,250,000, and there are no adjustments for claims that are reasonably determined to be valid five (5) business days prior to the Merger Closing Date, then the Closing Net Cash in excess of $82,000,000 would be $1,250,000, or approximately $0.02 per CVR. |
• | In considering whether to tender your Shares in the Offer, you should consider that it is entirely possible that no cash will be distributed to the holders of the CVRs under the terms of the CVR Agreement. |
• | For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | The CVRs will not be transferable except: (a) upon death of the holder by will or intestacy; (b) pursuant to a court order; (c) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (d) in the case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, to the extent allowable by the Depository Trust Company (“DTC”); or (e) that CVRs may be abandoned, as provided under Section 2.7 of the CVR Agreement. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | In addition to the terms and conditions described above, the CVRs will not have any voting or dividend rights and will not represent any equity or ownership in Parent, any constituent corporation party to the Merger or any of its affiliates. No interest will accrue or become payable in respect of any of the amounts that may become payable on the CVRs. For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | Purchaser has undertaken to acquire control of, and the entire equity interest in, IGM because it believes it is a good investment. See “Special Factors—Section 2. Purpose of the Offer and Plans for IGM” and “The Tender Offer—Section 1. Terms of the Offer.” |
• | Pursuant to the Merger Agreement, Purchaser’s obligation to accept Shares tendered in the Offer is subject to the satisfaction or waiver of certain conditions. Purchaser will not be required to accept for payment or, |
(a) | prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one voting Share more than 50% of the number of voting Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or |
(b) | any of the following conditions exist or shall have occurred and be continuing at the Expiration Date: |
(i) | there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or CVR Agreement; |
(ii) | (A) (1) any representation or warranty of IGM set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02 (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts; Consents), Section 4.08(a) (No Material Adverse Effect), Section 4.20 (Brokers and Other Advisors), Section 4.22 (Opinion of Financial Advisors) and Section 4.23 (No Vote Required)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (2) any representation or warranty of IGM set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02(a), (b), (c), (d), (e), (f) and (g) (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.20 (Brokers and other Advisors), Section 4.22 (Opinion of Financial Advisors), Section 4.23 (No Vote Required), and the Closing Net Cash Schedule (as defined in the Merger Agreement) shall not be true and correct in all material respects as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), (3) any representation or warranty of IGM set forth in Section 4.02(a) (Capital Structure) of the Merger Agreement shall not be true and correct other than in de minimis respects at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) and (4) any representation or warranty of IGM set forth in Section 4.08(a) (No Material Adverse Effect) of the Merger Agreement shall not be true and correct in all respects as of such time; |
(iii) | IGM shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement, including without limitation IGM’s obligations under Section 6.02 of the Merger Agreement; |
(iv) | Parent shall have failed to receive from IGM a certificate, dated as of the date on which the Offer expires and signed by an executive officer of IGM, certifying to the effect that the Offer Conditions set forth in clauses (ii) and (iii) have been satisfied as of immediately prior to the expiration of the Offer; |
(v) | the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or |
(vi) | the Closing Net Cash (as defined in the Merger Agreement) as finally determined pursuant to Section 2.01(d) of the Merger Agreement is less than $82,000,000 (the “Minimum Cash Condition”). |
• | Yes. IGM, Parent and Merger Sub have entered into the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following consummation of the Offer, the Merger. See “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” Additionally, the obligations of Parent and Merger Sub under the Merger Agreement have been guaranteed by the Guarantor pursuant to the Limited Guaranty, subject to the terms and conditions set forth therein. |
• | Yes. Purchaser expects: (i) to pay cash consideration for all Shares accepted for payment in the Offer, and (ii) any payments of CVR Proceeds, if any, will be self-funded with: (a) 80% of the Net Proceeds, if any, from any sale, transfer, license or other disposition or grant of rights by Parent or any of its affiliates, including IGM after the Merger, of all or any part of the CVR Products or the Company Patents (described above) that occurs within the period beginning on the Merger Closing Date (as defined in the Merger Agreement) and ending on the first (1st) anniversary following the Merger Closing Date, and such Gross Proceeds are received by or otherwise due to Parent or any of its Affiliates by the first (1st) anniversary following the Merger Closing Date; and (b) 100% of the Closing Net Cash in excess $82,000,000, adjusted for any claims Parent reasonably determines to be valid five (5) business days prior to the Merger Closing Date that are not accounted for in such Closing Net Cash, each pursuant to the CVR Agreement. |
• | In addition, in connection with the execution of the Merger Agreement, the Guarantor agreed to guarantee certain of Parent’s and Merger Sub’s obligations under the Merger Agreement and certain Parent’s obligations under the CVR Agreement, subject to the terms and conditions set forth in the Limited Guaranty. The Guarantor’s obligations under the Limited Guaranty are subject to a cap of $78,000,000, which includes certain Enforcement Costs, under the Merger Agreement and an amount equivalent to the CVR Proceeds under the CVR Agreement. See “Special Factors—Section 2. Purpose of the Offer and Plans for IGM” “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 8. Source and Amount of Funds.” |
• | No. Purchaser’s financial condition is not relevant to your decision to tender in the Offer because: (i) the form of payment consists solely of cash; (ii) any payments of CVR Proceeds will be self-funded (as described above); (iii) the Offer is not subject to any financing conditions; (iv) the Offer is for all outstanding Shares of IGM; and (v) the Purchaser does not have any relevant historical information. See “The Tender Offer—Section 8. Source and Amount of Funds.” |
• | In addition, in connection with the execution of the Merger Agreement, the Guarantor agreed to guarantee certain of Parent’s and Merger Sub’s obligations under the Merger Agreement and certain of Parent’s obligations under the CVR Agreement, subject to the terms and conditions set forth in the Limited Guaranty. The Guarantor’s obligations under the Limited Guaranty are subject to a cap of $78,000,000, which includes certain Enforcement Costs, under the Merger Agreement and an amount equivalent to the CVR Proceeds under the CVR Agreement. |
• | You will have until one minute after 11:59 p.m. Eastern Time on August 13, 2025, to tender your Shares in the Offer, unless Purchaser extends the Offer, in which event you will have until the Expiration Date of the Offer as so extended. See also “The Tender Offer—Section 1. Terms of the Offer.” |
• | Yes, the Offer can be extended. We have agreed in the Merger Agreement, subject to our rights to terminate the Merger Agreement in accordance with its terms, if on any then-scheduled expiration of the Offer the Minimum Tender Condition has not been satisfied or any Offer Condition (as defined in the Merger Agreement) has not been satisfied or waived by Purchaser (set forth in “The Tender Offer—Section 9. Conditions of the Offer”), Purchaser may, in its discretion, or at the request of IGM, Purchaser shall, extend the Offer: (i) for periods of up to 10 business days per extension to permit such Offer Condition to be satisfied; or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the rules of The Nasdaq Global Select Market (“Nasdaq”) applicable to the Offer; provided, that, Purchaser shall not, and shall not be required to, extend the Offer beyond September 29, 2025 (the “Outside Date”). |
• | If Purchaser further extends the Offer, we will inform Broadridge Corporate Issuer Solutions, LLC, the depositary and paying agent for this Offer (the “Depositary and Paying Agent”), of that fact and will file with the SEC and disseminate to the holders of Shares, as and to the extent required by law, a supplement or amendment to this Offer to Purchase giving the new Expiration Date no later than 9:00 a.m. Eastern Time on the next business day after the day on which the Offer was previously scheduled to expire. See “The Tender Offer—Section 1. Terms of the Offer.” |
• | If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by delivering the certificates (if any) representing your Shares, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary and Paying Agent not later than the expiration of the Offer. See “The Tender Offer—Section 3. Procedures for Tendering Shares.” The Letter of Transmittal is enclosed with this Offer to Purchase. |
• | If you hold your Shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details. |
• | In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary and Paying Agent of certificates (if any) for such Shares and a properly completed and duly executed Letter of Transmittal and any other required documents for such Shares (or an Agent’s Message in lieu of the Letter of Transmittal in the case of a book-entry transfer of such Shares as described in “The Tender Offer—Section 3. Procedures for Tendering Shares”). See also “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.” |
• | You may withdraw previously tendered Shares any time prior to one minute after 11:59 p.m. Eastern Time on August 13, 2025, unless Purchaser extends the Offer. See “The Tender Offer—Section 4. Withdrawal Rights.” |
• | In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after September 14, 2025, which is the 60th day after the date of the commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser pursuant to the Offer. |
• | To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary and Paying Agent while you still have the right to withdraw. |
• | After careful consideration, the IGM board of directors (the “IGM Board”), duly recommended that you accept the Offer. IGM’s full statement on the Offer is set forth in its Solicitation/Recommendation Statement on Schedule 14D-9, which it will file with the SEC on July 16, 2025. See also the “Introduction” below. |
• | If we accept Shares for payment pursuant to the Offer, then the Minimum Tender Condition will have been satisfied and we will hold a sufficient number of Shares to effect the Merger without a vote by IGM stockholders under the General Corporation Law of the State of Delaware (the “DGCL”). If the Merger occurs, then IGM will become a wholly owned subsidiary of Parent and each issued and then outstanding Share, other than Shares held in the treasury by IGM, held by any stockholders, or owned by any beneficial owners, of IGM who are entitled to and who properly exercise appraisal rights under Delaware law or owned by Parent, Merger Sub or any other subsidiary of Parent at the commencement of the Offer and is owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time, will be converted into the right to receive the Offer Price, without interest and subject to any applicable tax withholding. For more information, see the “Introduction” below. |
• | Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. As required by Section 251(h) of the DGCL, the Merger Agreement provides that the Merger shall be effected as soon as practicable following the time Purchaser first irrevocably accepts for purchase the Shares tendered in the Offer (the “Offer Closing Time”). See “Special Factors—Section 2. Purpose of the Offer and Plans for IGM” and “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | No. Immediately following the Offer Closing Time and satisfaction or waiver (to the extent permitted by applicable law) of the conditions to the Merger, we expect to complete the Merger pursuant to applicable provisions of the DGCL, after which the Surviving Corporation will be a wholly owned subsidiary of Parent, and the Shares will be delisted from Nasdaq, and IGM’s obligations to file periodic reports under the Exchange Act will be suspended, and IGM will be privately held. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the Offer Price as if you had tendered your Shares in the Offer, unless an appraisal demand is made with respect to your Shares. |
• | If you decide not to tender your Shares in the Offer and the Merger does not occur, you will remain a stockholder of IGM. Subject to limited conditions, if we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | Following the Offer Closing Time, the Shares may no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See “Special Factors—Section 5. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations.” |
• | On July 15, 2025, the last full trading day prior to the date of this Offer to Purchase, the last reported closing price per Share reported on Nasdaq was $1.35. See “Special Factors—Section 4. Price Range of Shares; Dividends.” |
• | If the conditions to the Offer as set forth in the Introduction and “The Tender Offer—Section 9. Conditions of the Offer” are satisfied or waived and Purchaser consummates the Offer and accepts your Shares for payment, we will pay you a dollar amount in cash equal to the number of Shares you tendered multiplied by the Cash Amount, plus one CVR for each Share, in each case, without interest and subject to any applicable tax withholding, promptly following the time at which Purchaser accepts for payment Shares tendered in the Offer (and in any event within three business days). See “The Tender Offer—Section 1. Terms of the Offer” and “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares.” |
• | We will pay to the holders of CVRs: (a) with respect to Disposition Proceeds payable to Holders, no later than thirty (30) days following the receipt of Gross Proceeds by Parent or any of its affiliates; and (b) with respect to any Additional Closing Net Cash Proceeds payable to Holders, no later than five (5) days following the Merger Closing Date. |
• | For more information regarding the CVR Agreement, see “The Tender Offer—Section 7. Summary of the Merger Agreement and Certain Other Agreements.” |
• | As of immediately prior to the Effective Time, the vesting for each Company Stock Option and, as of immediately prior to the Offer Closing Time, the vesting for each Company Restricted Stock Unit, shall be accelerated and: (i) (A) each Company Stock Option that has an exercise price per share that is less than the Cash Amount (each, an “In-the-Money Option”) that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive in consideration of the cancellation of such In-the-Money Option (1) an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share of Shares underlying such In-the-Money Option by (y) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time, and (2) one CVR for each Share subject thereto, and (B) each Company Stock Option that has an exercise price per share that is equal to or greater than the Cash Amount that is then outstanding will be cancelled for no consideration; and (ii) each Company Restricted Stock Unit that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled Company Restricted Stock Unit will be entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit (A) an amount in cash without interest, less any applicable tax withholding, equal to the Cash Amount, and (B) one CVR. |
• | The receipt of cash and CVRs in exchange for Shares pursuant to the Offer or the Merger will generally be treated for U.S. federal income tax purposes as consideration received in a “sale or exchange” of the Shares that you exchange in the Offer or the Merger. The amount of income, gain or loss a holder recognizes, and the timing and character of such income, gain or loss will depend on the U.S. federal income tax treatment of the CVRs, with respect to which there is uncertainty. We intend to treat the receipt of the CVRs as part of a “closed transaction” for U.S. federal income tax purposes and to treat payments received pursuant to the CVRs as amounts realized on the disposition (or partial disposition) of the CVRs. Assuming such treatment is respected by the Internal Revenue Service (“IRS”), a U.S. Holder (as defined below in “Special Factors—Section 6. Material U.S. Federal Income Tax Consequences of the Offer and the Merger”) is expected to recognize gain or loss equal to the difference, if any, between: (i) the sum of the Cash Amount received plus the fair market value (determined as of the closing of the Offer or the Effective Time, as the |
• | No appraisal rights are available to the holders of record and beneficial owners of Shares in connection with the Offer, and stockholders who tender their Shares in the Offer will not have appraisal rights in connection with the Merger. However, if Purchaser purchases Shares in the Offer and the Merger is consummated, holders of record and beneficial owners of Shares outstanding as of immediately prior to the Effective Time who: (i) did not tender their Shares in the Offer (or, if tendered, validly and subsequently withdrew such Shares prior to the time Parent accepts properly tendered Shares for purchase); (ii) otherwise comply with the applicable procedures under Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to demand appraisal of their Shares and may be entitled to receive in lieu of the consideration payable in the Merger a cash payment equal to the “fair value” of their Shares, as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL plus interest, if any, on the amount determined to be the fair value. |
• | The “fair value” of the Shares as determined by the Delaware Court of Chancery could be based upon considerations other than, or in addition to, the price paid in the Offer and the Merger and the market value of such Shares. Persons considering appraisal should recognize that the value determined in an appraisal proceeding of the Delaware Court of Chancery could be higher or lower than, or the same as, the Offer Price and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, is not an opinion as to, and does not otherwise address, fair value under the DGCL. Moreover, Parent and IGM may argue in an appraisal proceeding that, for purposes of such proceeding, the “fair value” of such Shares is less than the Offer Price. |
• | Any person who desires to exercise appraisal rights in connection with the Merger should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. |
• | The foregoing summary of appraisal rights under the DGCL does not purport to be a statement of the procedures to be followed by persons desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law, which are contained in Section 262 of the DGCL and will be further summarized in a notice of the availability of appraisal rights to be sent by IGM to each stockholder who is entitled to appraisal rights. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. For more information regarding appraisal rights, see “The Tender Offer—Section 11. Certain Legal Matters; Regulatory Approvals.” |
• | If you tender your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the conditions of the Offer, you will receive the Offer Price for your Shares. |
• | You may call MacKenzie Partners, Inc., the Information Agent for the Offer, toll-free at (800) 322-2885 or email them at tenderoffer@mackenziepartners.com. See the back cover of this Offer to Purchase. |
(i) | prior to the Expiration Date, the Minimum Tender Condition shall have not been satisfied; or |
(ii) | any of the conditions set forth in “The Tender Offer—Section 9. Conditions of the Offer” shall exist or shall have occurred and be continuing at the Expiration Date of the Offer. |
BACKGROUND OF THE OFFER; CONTACTS WITH IGM. |
PURPOSE OF THE OFFER AND PLANS FOR IGM. |
REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. |
PRICE RANGE OF SHARES; DIVIDENDS. |
Current Year | High | Low | ||||
First Quarter | $7.09 | $1.12 | ||||
Second Quarter | 1.47 | 0.92 | ||||
Third Quarter (through July 15, 2025) | 1.39 | 1.29 | ||||
Year Ended December 31, 2024 | High | Low | ||||
First Quarter | $17.70 | $8.14 | ||||
Second Quarter | 12.31 | 6.39 | ||||
Third Quarter | 22.50 | 6.17 | ||||
Fourth Quarter | 20.35 | 5.79 | ||||
Year Ended December 31, 2023 | High | Low | ||||
First Quarter | $27.92 | $13.64 | ||||
Second Quarter | 14.82 | 8.51 | ||||
Third Quarter | 10.96 | 6.45 | ||||
Fourth Quarter | 9.49 | 3.81 | ||||
POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ LISTING; EXCHANGE ACT REGISTRATION AND MARGIN REGULATIONS. |
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER. |
• | the gain is effectively connected with a U.S. trade or business of such Non-U.S. Holder (and, if an applicable income tax treaty so provides, is also attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally will be taxed in the same manner as a U.S. Holder (as described above under “U.S. Holders”), except that if the Non-U.S. Holder is a foreign corporation, an additional branch profits tax may apply at a rate of 30% (or a lower applicable treaty rate); |
• | the Non-U.S. Holder is a nonresident alien individual who is present in the U.S. for 183 days or more in the taxable year of the closing of the Offer or the Effective Time, as the case may be, and certain other conditions are met, in which case the Non-U.S. Holder may be subject to a 30% U.S. federal income tax (or a tax at a reduced rate under an applicable income tax treaty) on such gain (net of certain U.S. source losses); or |
• | IGM is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Offer or the Merger or the period during which the Non-U.S. Holder held Shares, and, if Shares are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code), such Non-U.S. Holder owns directly or is deemed to own pursuant to attribution rules more than 5% of the Shares at any time during the relevant period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. Although there can be no assurances in this regard, IGM believes that it is not, and has not been, a USRPHC at any time during the five-year period preceding the Offer and the Merger. |
TERMS OF THE OFFER. |
(A) | reduce the number of Shares subject to the Offer; |
(B) | reduce the Offer Price; |
(C) | waive, amend or modify the Termination Condition or the Minimum Tender Condition; |
(D) | add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of the Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent to consummate the Offer of the Merger; |
(E) | terminate, extend or otherwise amend or modify the Expiration Date of the Offer other than as provided in the Merger Agreement; |
(F) | change the form or terms of consideration payable in the Offer; |
(G) | otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Shares; or |
(H) | provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act. |
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. |
PROCEDURES FOR TENDERING SHARES. |
WITHDRAWAL RIGHTS. |
CERTAIN INFORMATION CONCERNING IGM. |
CERTAIN INFORMATION CONCERNING PARENT AND MERGER SUB. |
SUMMARY OF THE MERGER AGREEMENT AND CERTAIN OTHER AGREEMENTS. |
(A) | reduce the number of Shares subject to the Offer; |
(B) | reduce the Offer Price; |
(C) | waive, amend or modify the Termination Condition or the Minimum Tender Condition; |
(D) | add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of the Shares, or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent to consummate the Offer of the Merger; |
(E) | terminate the Offer, extend or otherwise amend or modify the Expiration Date of the Offer other than as provided in the Merger Agreement; |
(F) | change the form or terms of consideration payable in the Offer; |
(G) | otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to the holders of Shares; or |
(H) | provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. |
(i) | there must not be any judgment issued, or other legal restraint or prohibition imposed, in each case, by any governmental entity of competent jurisdiction, or law, in each case, (collectively, “Legal Restraints”) preventing or prohibiting the consummation of the Merger; and |
(ii) | Purchaser must have accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer. |
(i) | by mutual written consent of Parent, Merger Sub and IGM (in the case of IGM, upon approval of the IGM Board); |
(ii) | by either Parent or IGM (in the case of IGM, upon approval of the IGM Board) if: |
a. | (A) the Offer Closing Time shall not have occurred on or before 11:59 p.m. Eastern Time on September 29, 2025 (the “Outside Date”) or (B) the Offer shall have expired or been terminated in accordance with its terms and in accordance with the Merger Agreement without Purchaser having purchased any Shares; provided that the right to terminate the Merger Agreement shall not be available to any party if such occurrence is primarily due to a material breach of the Merger Agreement by such party; or |
b. | any Legal Restraint permanently preventing or prohibiting the consummation of the Offer or the Merger shall be in effect and shall have become final and non-appealable; provided, that the right to terminate the Merger Agreement shall not be available to any party if such Legal Restraint is primarily due to such party’s failure to comply in all material respects with its reasonable best efforts obligations under Section 7.02 of the Merger Agreement, as described above; |
(iii) | by Parent, if IGM breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform individually or in the aggregate with all such other breaches or failures to perform (A) would result in the failure of an Offer Condition and (B) cannot be or has not been cured prior to the earlier of (x) 30 days after giving written notice to IGM of such breach or failure to perform and (y) the Outside Date; provided that Parent and Merger Sub are not then in material breach of the Merger Agreement (a “IGM Breach Termination”); |
(iv) | by Parent if an Adverse Recommendation Change has occurred; |
(v) | by Parent if the Closing Net Cash as finally determined pursuant to the Merger Agreement is less than $82,000,000 (a “Minimum Cash Termination”); |
(vi) | by IGM (upon approval of the IGM Board), if (A) Purchaser fails to commence the Offer, except in the event of a violation by IGM of its obligations under the Merger Agreement, (B) Purchaser shall have terminated the Offer prior to its expiration date (as may be extended) other than in accordance with the Merger Agreement, or (C) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the time Purchaser consummates the |
(vii) | by IGM (upon approval of the IGM Board), if Parent or Merger Sub breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (A) had or would reasonably be expected to, individually or in the aggregate with all such other breaches or failures to perform, result in a Parent Material Adverse Effect (as defined in the Merger Agreement) and (B) cannot be or has not been cured prior to the earlier of (x) thirty (30) days after the giving of written notice to Parent or Merger Sub of such breach or failure to perform and (y) the Outside Date; provided that IGM is not then in material breach of the Merger Agreement; or |
(viii) | by IGM (upon approval of the IGM Board), if (A) the IGM Board authorizes IGM to enter into a definitive written agreement constituting a Superior Company Proposal (as defined below), (B) the IGM Board have complied in all material respects with their obligations under the Merger Agreement in respect of such Superior Company Proposal and (C) IGM has paid, or simultaneously with the termination of the Merger Agreement pays, the Company Termination Fee (as defined below). |
• | “Superior Company Proposal” means any written bona fide Company Takeover Proposal received after July 1, 2025 and that if consummated would result in a person or group (or the stockholders of any person) owning, directly or indirectly, (i) 50% or more of the aggregate voting power of the capital stock of IGM or of the surviving entity or the resulting direct or indirect parent of IGM or such surviving entity or (ii) 50% or more (based on the fair market value thereof, as determined in good faith by the IGM Board) of the assets of IGM on terms and conditions which the IGM Board determines, in good faith, after consultation with outside counsel and its independent financial advisor, (A) would reasonably be expected to be more favorable from a financial point of view to the IGM stockholders than the Transactions, taking into account all the terms and conditions (including all financial, regulatory, financing, conditionality, legal and other terms and conditions) of such proposal and the Merger Agreement; and (B) is reasonably likely to be completed. |
(i) | IGM terminates the Merger Agreement in connection with a Superior Company Proposal (as defined above) as described in clause (viii) of “Termination” above; |
(ii) | Parent terminates the Merger Agreement in the event an Adverse Recommendation Change occurs; or |
(iii) | (A) after July 1, 2025, a bona fide Company Takeover Proposal is publicly proposed or announced or becomes publicly known or otherwise communicated to management of IGM or the IGM Board, and such Company Takeover Proposal is not publicly withdrawn or, if not publicly proposed or announced or communicated to the IGM Board or management, has been withdrawn (x) in the case of a termination due to a material breach of the Merger Agreement, four (4) business days prior to the final expiration date of the Offer or (y) in the case of a IGM Breach Termination, prior to the time of such breach, (B) the Merger Agreement is terminated due to the Offer Closing Time not having occurred on or before the Outside Date or a IGM Breach Termination, and (C) within twelve (12) months after such termination, IGM consummates, or enters into a definitive agreement with respect to, any Company Takeover Proposal. |
• | For purposes of this “Termination Fee” (i) – (iii), the term “Company Takeover Proposal” means any inquiry, proposal or offer from any Person or group (other than Parent and its subsidiaries) relating to (i) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (A) 50% or more (based on the fair market value thereof, as determined by the IGM Board) of the assets of IGM or (B) 50% or more of the aggregate voting power of the capital stock of IGM, (ii) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving IGM that, if consummated, would result in any Person or group (or the stockholders of any Person) beneficially |
• | (i) enter into any new line of business or enter into any agreement, arrangement or commitment that is in excess of $50,000 (individually or in the aggregate) or materially limits or otherwise restricts IGM or its affiliates, including, following the Merger Closing, Parent and its affiliates (other than in the case of Parent and its affiliates, due to the operation of Parent’s or its affiliates’ own Contracts), from time to time engaging or competing in any line of business or in any geographic area; or (ii) otherwise enter into any agreements, arrangements or commitments in excess of $50,000 (individually or in the aggregate) or imposing material restrictions on its assets, operations or business; |
• | (i) declare, set aside, establish a record date in respect of, accrue or pay any dividends on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of, any of its capital stock; (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) repurchase, redeem, offer to redeem or otherwise acquire, directly or indirectly any shares of capital stock of IGM or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire any such shares of capital stock, except for (A) acquisitions of Shares with the surrender of Shares by holders of Company Stock Options and Company Restricted Stock Units outstanding on the Agreement Date, in the case of Company Stock Options, in order to pay the exercise price of Company Stock Options, (B) the withholding of Shares to satisfy tax obligations |
• | issue, grant, deliver, sell, authorize, pledge or otherwise encumber any shares of its capital stock or options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire such shares, any Voting Company Debt or any other rights that give any person the right to receive any economic interest of any nature accruing to the holders of Shares, other than the Company Restricted Stock Units or the issuance of Shares upon the vesting of Company Restricted Stock Units and the issuance of Shares upon the exercise of Company Stock Options in accordance with their terms; |
• | amend its certificate of incorporation, the Company Bylaws (as defined in the Merger Agreement) or other comparable organizational documents; |
• | form any subsidiary or acquire or agree to acquire, directly or indirectly, in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any assets outside of the ordinary course of business, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person; |
• | except as required pursuant to the terms of any Company Benefit Plan (as defined in the Merger Agreement) as in effect on the Agreement Date: (i) adopt, enter into, establish, terminate, amend or modify any collective bargaining agreement, Company Benefit Plan (or plan or arrangement that would be a Company Benefit Plan if in effect on the Agreement Date); (ii) grant to any director, employee or individual service provider of IGM any increase in base compensation; (iii) grant to any director, employee or individual service provider of IGM any increase in severance or termination pay; (iv) pay or award, or commit to pay or award, any bonuses or incentive or equity compensation; (v) enter into any employment, retention, consulting, change in control, severance or termination agreement with any director, employee or individual service provider of IGM; (vi) take any action to vest or accelerate any rights or benefits under any Company Benefit Plan, or the funding of any payments or benefits under any Company Benefit Plan; or (vii) hire or terminate (other than for cause) the employment or service of any employee or individual service provider; |
• | make any change in accounting methods, principles or practices, except as may be required: (i) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization; or (ii) by Law, including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by IGM’s independent public accountants; |
• | sell, lease (as lessor), license or otherwise transfer (including through any “spin-off”), or pledge, encumber or otherwise subject to any Lien (other than a Permitted Lien), any properties or assets (including Intellectual Property) except: (i) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business; (ii) pursuant to Contracts to which IGM is a party made available to Parent and in effect prior to the Agreement Date or (iii) in accordance with the Wind-Down Process; |
• | sell, assign, lease, license, transfer, pledge, encumber or otherwise dispose of, permit to lapse or abandon, or, in the case of Trade Secrets, disclose to any third party: (i) any Trade Secret included in any Intellectual Property owned by IGM; or (ii) other than in accordance with the Wind-Down Process, any Intellectual Property owned by IGM; |
• | (i) incur or modify the terms of (including by extending the maturity date thereof) any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of IGM, guarantee any debt securities of |
• | make or agree to make any capital expenditures; |
• | commence any Proceeding or pay, discharge, settle, compromise or satisfy: (i) any pending or threatened claims, liabilities or obligations relating to a Proceeding (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any such payment, discharge, settlement, compromise or satisfaction of a claim solely for money damages in the ordinary course of business in an amount not to exceed $50,000 per payment, discharge, settlement, compromise or satisfaction or $50,000 in the aggregate for all such payments, discharges, settlements, compromises or satisfactions, provided such amounts are taken into account in the calculation of Closing Net Cash; or (ii) any litigation, arbitration, proceeding or dispute that relates to the Transactions (which shall be governed exclusively by Section 7.07 of the Merger Agreement); |
• | make, change or revoke any material Tax election, change any material annual Tax accounting period or adopt or change any material method of Tax accounting, file any amended Tax Return, fail to timely file any material Tax Return required to be filed (taking into account extensions obtained in the ordinary course of business) or pay any material Tax that is due or payable, enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), settle or compromise any material Tax liability or refund, incur any material liability for Taxes outside ordinary course of business, file any material Tax Return other than on a basis consistent with past practice unless required by applicable Law, consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, grant any power of attorney with respect to Taxes, or enter into any Tax Sharing Agreement or any closing or other similar agreement; |
• | amend, cancel or terminate any insurance policy naming IGM as an insured, a beneficiary or a loss payable payee without obtaining comparable substitute insurance coverage; |
• | adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the Merger); |
• | except in the ordinary course of business or in connection with any transaction to the extent specifically permitted by any other subclause of this Section 6.01, enter into, terminate or modify in any respect, or expressly release any rights under, any Material Contract or any Contract that, if existing on the Agreement Date, would have been a Material Contract; |
• | renew or enter into any agreement containing a non-compete, exclusivity, non-solicitation or similar clause that would restrict or limit, in any material respect, the operations of IGM; or |
• | authorize, commit or agree to take any of the foregoing actions. |
• | corporate matters, such as due organization, organizational documents, good standing, qualification, |
• | capitalization; |
• | subsidiaries; |
• | power and authority and enforceability; |
• | absence of conflicts and required consents and approvals; |
• | SEC filings, financial statements and absence of undisclosed liabilities; |
• | accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents; |
• | absence of certain changes (including a Company Material Adverse Effect (as defined below)) since March 31, 2025; |
• | taxes; |
• | material contracts; |
• | litigation; |
• | real property; |
• | compliance with laws; |
• | regulatory matters; |
• | environmental matters; |
• | labor matters; |
• | employee benefit plans; |
• | intellectual property; |
• | privacy and data security; |
• | brokers’ fees and expenses |
• | absence of a stockholder rights plan and Takeover Laws; |
• | fairness opinion of financial advisor; and |
• | absence of any requirement for stockholder votes or consents in accordance with Section 251(h) of the DGCL. |
(i) | general conditions (or changes therein) in the industries in which IGM operates; |
(ii) | general economic or regulatory, legislative or political conditions (or changes therein), including any actual or potential stoppage, shutdown, default or similar event or occurrence affecting a national or federal government, or securities, credit, banking, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, credit markets or equity price levels or trading volumes), in each case, in the U.S., the European Union or elsewhere in the world; |
(iii) | any change in applicable law or GAAP after the date of the Merger Agreement; |
(iv) | geopolitical conditions, the outbreak or escalation of hostilities, any acts or threats of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any of the foregoing; |
(v) | any epidemic, pandemic, disease outbreak or other public health-related event (or escalation or worsening of any such events or occurrences, including, in each case, the response of Governmental Officials (or any actions or omissions which are taken in compliance with applicable Law or any directive, guideline or recommendation of any Governmental Officials, in each case in connection with any of the foregoing)), hurricane, tornado, flood, fire, volcano, earthquake or other natural or man-made disaster or any other national or international calamity, crisis or disaster; |
(vi) | the failure, in and of itself, of IGM to meet any internal or external forward-looking projections, forecasts, estimates or predictions in respect of any financial or operating metrics before, on or after the date of the Merger Agreement, or changes in the market price or trading volume of the Shares or the credit rating of IGM (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition); |
(vii) | the announcement, pendency or performance of any of the Transactions, including the identity of, or any facts or circumstances relating to, Parent, Merger Sub or their respective affiliates, any stockholder litigation (direct or derivative) in respect of the Merger Agreement or any of the Transactions and any loss of or change in relationship, contractual or otherwise, with any governmental entity, supplier, vendor, service provider, collaboration partner, licensor, licensee, landlord or any other party having business dealings with IGM, or departure of any employees or officers, of IGM; |
(viii) | IGM’s compliance with the covenants contained in the Merger Agreement; or |
(ix) | any action taken by IGM at Parent’s express written request or with Parent’s express written consent. |
• | corporate matters, such as due organization and good standing; |
• | power and authority and enforceability; |
• | absence of conflicts and required consents and approvals; |
• | accuracy of information supplied for purposes of the Schedule 14D-9 and the Offer Documents; |
• | broker’s fees and expenses; |
• | litigation; |
• | ownership of certain IGM common stock; and |
• | the Limited Guaranty; |
• | sufficiency of funds; |
• | ownership of competing businesses; and |
• | foreign person status. |
(i) | “Disposition Proceeds”: 80% of the Net Proceeds (as defined in the CVR Agreement), if any, from any sale, transfer, license or other disposition or grant of rights by Parent or any of its affiliates, including IGM after the Merger, of all or any part of: (a) IGM’s product candidates known as: (A) imvotamab, an IgM-based CD20 X CD3 bispecific antibody T cell engager; (B) IGM-2644, an IgM-based CD38 X CD3 bispecific T cell engager; (C) aplitabart (or IGM-8444), a Death Receptor 5 agonist; (D) IGM-7354, a targeted IL-15/IL-15R IgM antibody; (E) IGM-8447, an IgM-based Death Receptor 5 agonist; and (F) IGM-2537, an IgM-based CD123 X CD3 bispecific antibody T cell engager (the “CVR Products”); or (b) patents and patent applications owned or controlled by the Company immediately prior to the closing of the Merger and set forth on Schedule 1 of the CVR Agreement, together with all patents issuing thereon or claiming priority thereto (the “Company Patents”), in each case, that occurs within the period beginning on the Merger Closing Date (as defined in the Merger Agreement) and ending on the first (1st) anniversary following the Merger Closing Date, and such Gross Proceeds (as defined in the CVR Agreement) are received by or otherwise due to Parent or any of its Affiliates within one (1) year following the Merger Closing Date; and |
(ii) | “Additional Closing Net Cash Proceeds”: 100% of the amount by which the Closing Net Cash as finally determined pursuant to the Merger Agreement exceeds $82,000,000, adjusted for any claims that Parent reasonably determines to be valid five (5) business days prior to the Merger Closing Date that are not accounted for in such Closing Net Cash. |
SOURCE AND AMOUNT OF FUNDS. |
CONDITIONS OF THE OFFER. |
(a) | prior to the Expiration Date, there shall not have been validly tendered (and not properly withdrawn) at least one Share more than 50% of the number of voting Shares that are then issued and outstanding as of the expiration of the Offer (the “Minimum Tender Condition”); or |
(b) | any of the following conditions exist or shall have occurred and be continuing at the Expiration Date: |
(i) | there shall be any Legal Restraint (as defined in the Merger Agreement) in effect preventing or prohibiting the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or CVR Agreement; |
(ii) | (A) (1) any representation or warranty of IGM set forth in Article IV of the Merger Agreement (other than those set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02 (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.08(a) (No Material Adverse Effect), Section 4.20 (Brokers and Other Advisors), Section 4.22 (Opinion of Financial Advisors) and Section 4.23 (No Vote Required)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (2) any representation or warranty of IGM set forth in Section 4.01 (Organization, Standing and Power) (but only with respect to the first and second sentences thereof), Section 4.02(a), (b), (c), (d), (e), (f) and (g) (Capital Structure), Section 4.04 (Authority; Execution and Delivery; Enforceability), Section 4.05(a)(i) (No Conflicts), Section 4.20 (Brokers and other Advisors), Section 4.22 (Opinion of Financial Advisors), Section 4.23 (No Vote Required), and the Closing Net Cash Schedule shall not be true and correct in all material respects as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such |
(iii) | the Merger Agreement shall have been validly terminated in accordance with its terms (the “Termination Condition”); or |
(iv) | the Closing Net Cash as finally determined pursuant to Section 2.01(d) of the Merger Agreement is less than $82,000,000 (the “Minimum Cash Condition”). |
DIVIDENDS AND DISTRIBUTIONS. |
CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. |
• | within the later of the consummation of the Offer (which will occur at the date and time of the acceptance for payment of Shares pursuant to and subject to the conditions of the Offer) and 20 days after the sending of the Schedule 14D-9, deliver to IGM at the address indicated in the Schedule 14D-9 a written demand for appraisal of their Shares, which demand must reasonably inform IGM of the identity of the person making the demand and that the person is demanding appraisal and, in the case of a demand made by a beneficial owner of Shares, must also reasonably identify the holder of record of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list required by subsection (f) of Section 262 of the DGCL; |
• | not tender his, her or its Shares pursuant to the Offer (or, if tendered, validly and subsequently withdraw such Shares prior to the time Parent accepts properly tendered Shares for purchase); and |
• | continuously hold of record or beneficially own, as applicable, the Shares from the date on which the written demand for appraisal is made through the Effective Time. |
FEES AND EXPENSES. |
MISCELLANEOUS. |
Concentra Biosciences, LLC | |||
Concentra Merger Sub V, Inc. | |||
Tang Capital Partners, LP | |||
Tang Capital Management, LLC | |||
July 16, 2025 | |||
1. | Concentra Biosciences, LLC |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information | ||
Kevin Tang, Chairman and Chief Executive Officer Citizenship: United States | Mr. Tang is the Chief Executive Officer of Concentra Biosciences, LLC and Chief Executive Officer and Chairman of Concentra Merger Sub V, Inc. He is also the President of Tang Capital Management, LLC, a life sciences-focused investment company he founded in 2002. Since 2024, Mr. Tang has served as Chair of the Board of Aurinia Pharmaceuticals Inc. From 2014 through its acquisition by Innoviva, Inc. in 2022, he was Chairman of La Jolla Pharmaceutical Company. In 2013, Mr. Tang founded Odonate Therapeutics, Inc. and served as its Chairman and Chief Executive Officer through 2022. He co-founded Heron Therapeutics, Inc. in 2009 and served as Director from 2009 to 2012 and Chairman from 2012 to 2020. From 2009 through its acquisition by Endo Pharmaceuticals, Inc. in 2010, Mr. Tang was a director of Penwest Pharmaceuticals Co. In 2006, he co-founded Ardea Biosciences, Inc. and served as a director through its acquisition by AstraZeneca PLC in 2012. From 2001 to 2008, Mr. Tang served as a director of Trimeris, Inc. From 1993 to 2001, he was a research analyst at Deutsche Banc Alex Brown, Inc., an investment banking firm, and most recently was a Managing Director and head of the firm’s Life Sciences research group. Mr. Tang received a B.S. degree from Duke University. | ||
Michael Hearne, Chief Financial Officer Citizenship: United States | Mr. Hearne is the Chief Financial Officer of Concentra Biosciences, LLC and Chief Financial Officer of Concentra Merger Sub V, Inc. Since 2015, he has served as Chief Financial Officer of Tang Capital Management, LLC, a life sciences-focused investment company. From 2020 to 2022, Mr. Hearne served as Chief Financial Officer of La Jolla Pharmaceutical Company. From 2015 to 2022, he held various positions at Odonate Therapeutics, Inc., most recently serving as Chief Financial Officer. From 2014 to 2015, Mr. Hearne served as a partner at Weaver & Tidwell, LLP. He started his career in public accounting at Coopers & Lybrand. Mr. Hearne received a B.S. degree in accounting and a masters of accountancy, taxation from Brigham | ||
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information | ||
Young University and is a Certified Public Accountant (inactive) in the state of California. | |||
Ryan Cole, Chief Operating Officer Citizenship: United States | Mr. Cole is the Chief Operating Officer of Concentra Biosciences, LLC and Chief Operating Officer of Concentra Merger Sub V, Inc. Since 2014, he has served in various positions at Tang Capital Management, LLC, a life sciences-focused investment company, most recently serving as Chief Operating Officer since 2022. From 2012 to 2014, Mr. Cole served as a Senior Financial Analyst of Mergers and Acquisitions at Thermo Fisher Scientific Inc. He started his career in public accounting at Ernst & Young, LLP. Mr. Cole received a B.A. degree in accounting and finance from Santa Clara University and is a Certified Public Accountant (inactive) in the state of California. | ||
Stew Kroll, Chief Development Officer Citizenship: United States | Mr. Kroll is the Chief Development Officer of Concentra Biosciences, LLC and Chief Development Officer of Concentra Merger Sub V, Inc. Since 2016, he has served in various positions at Tang Capital Management, LLC, a life sciences-focused investment company, most recently serving as Managing Director since 2021. From 2017 through its acquisition by Innoviva, Inc. in 2022, Mr. Kroll served as Chief Development Officer of La Jolla Pharmaceutical Company. From 2016 to 2021, he held various positions at Odonate Therapeutics, Inc., most recently serving as Chief Development Officer. From 2005 to 2016, Mr. Kroll held various positions at Threshold Pharmaceuticals, Inc., most recently serving as Chief Operating Officer. From 2000 to 2005, he served as Senior Director of Biostatistics at Corixa Corporation. From 1997 to 2000, Mr. Kroll held various positions at Coulter Pharmaceutical, Inc., most recently serving as Director of Biostatistics. He received an M.A. degree and B.A. degree in statistics from the University of California, Berkeley. | ||
Thomas Wei, Chief Business Officer Citizenship: United States | Mr. Wei is the Chief Business Officer of Concentra Biosciences, LLC and Chief Business Officer of Concentra Merger Sub V, Inc. Since 2015, he has served as Managing Director of Tang Capital Management, LLC, a life sciences-focused investment company. From 2015 to 2021, Mr. Wei held various positions at Odonate Therapeutics, Inc., most recently serving as Chief Scientific Officer. From 2009 to 2015, he served as a Managing Director and biotechnology equity research analyst at Jefferies LLC. From 2003 to 2009, Mr. Wei was a biotechnology equity research analyst at Piper Jaffray, most recently serving as Managing Director. From 1998 to 2003, he was a biotechnology equity research analyst at Deutsche Bank AG and Adams, Harkness & Hill Inc. Mr. Wei received an A.B. degree in biochemical sciences from Harvard University and an M.B.A. degree from Oxford University. | ||
2. | Concentra Merger Sub V, Inc. |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Kevin Tang, Chief Executive Officer Citizenship: United States | Refer above. | ||
Michael Hearne, Chief Financial Officer Citizenship: United States | Refer above. | ||
Ryan Cole, Chief Operating Officer Citizenship: United States | Refer above. | ||
Stew Kroll, Chief Development Officer Citizenship: United States | Refer above. | ||
Thomas Wei, Chief Business Officer Citizenship: United States | Refer above. | ||
3. | Tang Capital Management, LLC |
Name, Position Country of Citizenship | Present Principal Occupation or Employment; Material Positions Held During the Past Five Years | ||
Kevin Tang, President Citizenship: United States | Refer above. | ||
Michael Hearne, Chief Financial Officer Citizenship: United States | Refer above. | ||
Ryan Cole, Chief Operating Officer Citizenship: United States | Refer above. | ||
4. | Tang Capital Partners, LP |
If delivering by mail: | If delivering by express mail, courier, or other expedited service: | ||
Broadridge, Inc. Attention: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 | Broadridge, Inc. Attention: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 | ||