Radoff and Torok Propose to Acquire Seer for $2.40 per Share
Bradley Radoff and Michael Torok, who collectively own approximately 7.8% of the outstanding shares of Seer, submitted the following improved non-binding proposal to acquire the Company - their third such proposal - for $2.40 per share in cash plus a contingent value right. In a letter to Seer shareholders, Radoff and Torok wrote, "As you are aware, Bradley L. Radoff and Michael Torok are significant stockholders of Seer, collectively owning approximately 7.8% of the Company's outstanding shares.Yesterday, Seer reported its first quarter 2026 financial results... Chair and CEO Omid Farokhzad, M.D. managed to deliver results that were below those low expectations as the Company burned $15.7 million in the quarter while achieving revenue of a meager $2.8 million... On April 27, 2026, the Board rejected our revised proposal to acquire the Company. Importantly, neither the Board nor its advisors engaged with us prior to rejecting our offer. We believe the Board's failure to engage with us explains why the Board's analysis of our proposal was flawed and why the Board's conclusion and statements regarding our proposal were, in our opinion, incorrect and misleading to stockholders. To us, this serves as yet another example of the conflicted, failing Board acting solely in the interest of Dr. Farokhzad. We are pleased to submit this further improved, non-binding proposal to acquire 100% of the equity of the Company for $2.40 per share in cash, which represents an immediate 42% premium to the Company's unaffected share price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer's business and assets, including PrognomiQ... We urge the Board to fulfill its fiduciary obligations by engaging seriously with us regarding our proposal and by providing stockholders with a transparent evaluation process... Whether the Board engages with us or not, we will give stockholders the opportunity to hold the incumbent Board accountable at the upcoming Annual Meeting for years of value destruction and poor operating results. Stockholders will be able to elect three new, independent and qualified directors - Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini."
