Enzon and Viskase amend merger agreement terms

Enzon Pharmaceuticals Inc. (OTCQB: ENZN) and Viskase Companies Inc. (OTC Pink Limited: VKSC) announced they have amended their previously disclosed merger agreement, adjusting key terms of the all-stock transaction.

Under the amendment, Viskase stockholders will own 55% of the combined company following the merger, representing an adjustment to the original exchange ratio. The companies also modified the exchange ratio for Enzon's Series C Non-Convertible Redeemable Preferred Stock based on a 20-day volume weighted average price of Enzon common stock.

Additional changes include a reduction in the minimum cash amount Enzon must maintain at closing and a 1-for-100 reverse stock split of Enzon common stock before the merger's effective date. The companies extended the termination deadline from December 31, 2025, to March 31, 2026.

Icahn Enterprises Holdings L.P. and its affiliates amended their support agreement in connection with the merger amendment. IEH agreed to provide written consents for all Enzon common stock it holds and exchange its Series C Preferred Stock for Enzon common stock before the merger's completion.

Both companies' boards of directors approved the amendment following recommendations from special committees of independent directors. Enzon stated the revised merger structure is expected to preserve the company's net operating losses and tax benefits for the combined entity.

Enzon operates as a public company acquisition vehicle, while Viskase produces non-edible casings for processed meat products through nine manufacturing facilities across North America, Europe, South America, and Asia, serving nearly 100 countries.

You May Also Be Interested In