Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
IGM BIOSCIENCES, INC.
at
A Cash Amount of $1.247 per Share, Plus One Non-Transferable Contractual Contingent Value Right for Each Share (“CVR”), Which Represents the Right to Receive One or More Potential Cash Payments, Contingent upon: (i) the Receipt of Proceeds from Any CVR Product or Company Patent Disposition that Occurs Within One (1) Year Following the Merger Closing Date and Such 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) Closing Net Cash in Excess of $82,000,000, As Determined Five (5) Business Days Prior to the Merger Closing Date, as Described in the CVR Agreement.
Pursuant to the Offer to Purchase
Dated July 16, 2025
by
CONCENTRA BIOSCIENCES, LLC
CONCENTRA MERGER SUB V, INC.
a wholly owned subsidiary of Purchaser
TANG CAPITAL PARTNERS, LP
TANG CAPITAL MANAGEMENT, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON AUGUST 13, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
July 16, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Concentra Biosciences, LLC, a Delaware limited liability company (“Parent” or “Purchaser”), to act as Depositary and Paying Agent in connection with Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of IGM Biosciences, Inc., a Delaware corporation (“IGM”), for: (i) $1.247 per Share in cash (the “Cash Amount”); plus (ii) one non-transferable contractual contingent value right for each Share (each, a “CVR,” and each CVR together with the Cash Amount, the “Offer Price”), all upon the terms and subject to the conditions described in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee. On July 1, 2025, the IGM board of directors (the “IGM Board”) at a duly called and held meeting, duly and by unanimous vote: (i) determined that the terms of the Merger Agreement, the Offer and the other transactions contemplated by the Merger Agreement and the CVR Agreement (collectively, the “Transactions”) are advisable, fair to, and in the best interests of, IGM and IGM’s stockholders; (ii) approved and declared advisable the Merger Agreement and the Transactions; (iii) authorized and approved the execution, delivery and performance by IGM of the Merger Agreement and the consummation by IGM of the Transactions; (iv) resolved to recommend that IGM’s stockholders accept the Offer and tender their shares of IGM Common Stock in the Offer; and (v) resolved that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL.
Concurrently with the execution of the Merger Agreement, and as a condition and inducement to IGM’s willingness to enter into the Merger Agreement, Tang Capital Partners, LP, a Delaware limited partnership (“TCP” or