CARGO Therapeutics to be Acquired by Concentra Biosciences for $4.379 per Share.

CARGO Therapeutics has entered into a merger agreement with Concentra Biosciences, where Concentra will acquire CARGO for $4.379 in cash per share, plus a non-transferable contingent value right. The CVR will entitle holders to receive 100% of CARGO's excess net cash and 80% of net proceeds from the disposition of certain product candidates within two years of closing. The transaction is expected to close in the second half of 2025.

CARGO Therapeutics (NASDAQ: CRGX), a biotechnology company focused on CAR T-cell therapies, has entered into a definitive merger agreement with Concentra Biosciences, where Concentra will acquire CARGO for $4.379 in cash per share, plus a non-transferable contingent value right (CVR). The CVR will entitle holders to receive 100% of CARGO's excess net cash and 80% of net proceeds from the disposition of certain product candidates within two years of closing. The transaction is expected to close in the second half of 2025 [1].

Under the terms of the 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 $217.5 million of cash at closing, and other customary closing conditions [1].

The CVR structure is particularly relevant for biotechnology acquisitions where pipeline assets have uncertain future value. It provides a mechanism for shareholders to participate in potential upside while giving the acquirer protection against overpaying for unproven assets. However, shareholders should note that CVRs depend entirely on Concentra's execution post-acquisition, with no guarantees of additional payments beyond the base cash consideration [1].

The board of directors of CARGO Therapeutics has unanimously approved the merger agreement after a strategic review process, indicating that this outcome represents the best available option for CARGO shareholders. The merger transaction is expected to close in August 2025, with limited regulatory hurdles anticipated [1].

The acquisition by Concentra at $4.379/share plus CVR offers shareholders fixed value with potential upside through excess cash and asset sales. The relatively modest cash payment suggests Concentra is primarily acquiring CARGO's cash reserves and pipeline assets rather than an established commercial business with predictable revenue streams. The deal includes a minimum cash threshold of $217.5 million, highlighting Concentra's focus on securing CARGO's cash position [1].

Approximately 17.4% of CARGO's shareholders have already committed to tendering their shares, providing strong initial support for the transaction [1].

References:
[1] https://www.stocktitan.net/news/CRGX/cargo-therapeutics-enters-into-agreement-to-be-acquired-by-concentra-7tk2ji3qjl2v.html