Cargo Therapeutics to be acquired by Concentra for $4.379 per share in cash

CARGO Therapeutics (CRGX) has entered into a definitive merger agreement with Concentra Biosciences, whereby Concentra will acquire CARGO for $4.379 in cash per share of CARGO common stock, par value $0.001 per share, plus one non-transferable contingent value right, which represents the right to receive: 100% of the closing net cash of CARGO in excess of $217.5M; and 80% of any net proceeds received within two years following closing from any disposition of certain of CARGO’s product candidates that occurs within two years following closing, each pursuant to a contingent value rights agreement. Following a strategic review process conducted with the assistance of CARGO’s management and legal and financial advisors and other factors considered, the CARGO board of directors has unanimously determined that the acquisition by Concentra is in the best interests of all CARGO stockholders and has approved the Merger Agreement and related transactions. Pursuant and subject to the terms of the Merger Agreement, Concentra will commence a tender offer by July 21, 2025, to acquire all outstanding shares of CARGO Common Stock. The closing of the Offer is subject to certain conditions, including the tender of CARGO Common Stock representing at least a majority of the total number of outstanding shares, the availability of at least $217.5M of cash at closing, and other customary closing conditions. Immediately following the closing of the Offer, CARGO will be acquired by Concentra, and all remaining shares not tendered in the Offer, other than shares owned directly or indirectly by Concentra or the Company or a subsidiary thereof or validly subject to appraisal, will be converted into the right to receive the same cash and CVR consideration per share as is provided in the Offer. CARGO officers, directors and certain Company stockholders holding approximately 17.4% of CARGO Common Stock in the aggregate 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 August 2025.