M&A - ENZO BIOCHEM INC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000090266425002786

Filing Summary: On June 23, 2025, ENZO BIOCHEM INC entered into an Agreement and Plan of Merger with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. The merger will see Bethpage acquire ENZO BIOCHEM INC in an all-equity transaction where ENZO will continue as the surviving corporation and a wholly owned subsidiary of Bethpage. The merger is part of a structured agreement which includes a Voting and Support Agreement from the Funds involved, agreeing to vote their shares in favor of the merger while limiting actions that could impact the transaction. The agreement will be terminated under specific conditions relating to the effective time or any modifications that adversely affect shareholders. The number of outstanding shares as of June 19, 2025, used for calculating ownership percentages in the document, was 52,432,129 shares.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000092189525001834

Filing Summary: On June 23, 2025, ENZO BIOCHEM INC entered into a Merger Agreement with Bethpage Parent, Inc. and its subsidiary, whereby Merger Sub will merge with ENZO BIOCHEM INC, making it a wholly owned subsidiary of Parent. Bradley L. Radoff and others have signed Voting and Support Agreements to support the merger, committing to vote their shares in favor of the transaction and against alternative proposals. The Radoff Foundation owns 430,000 shares (0.8% of outstanding shares), while Radoff owns 4,390,882 shares (8.4%). Together, they beneficially own approximately 9.2% of the outstanding shares. There have been no transactions in securities by the Reporting Persons in the last 60 days.

Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025056897

Filing Summary: On June 23, 2025, Enzo Biochem, Inc. entered into a Merger Agreement with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. The agreement stipulates that Merger Sub will merge with Enzo, with Enzo continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Board of Directors approved this agreement unanimously, determining it to be in the best interests of the Company and its shareholders. Upon the effective time of the merger, each share of common stock will be converted into the right to receive $0.70 in cash. The agreement includes provisions regarding the treatment of equity awards, customary representations and warranties, and covenants for the conduct of business during the transaction. Closing of the merger is subject to conditions including obtaining shareholder approval and the absence of any legal prohibitions. The agreement may be terminated under certain circumstances, and provisions for termination fees have been included. A press release was issued on June 24, 2025, announcing the terms of the Merger Agreement.

Form Type: DEFA14A

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025056899

Filing Summary: On June 23, 2025, Enzo Biochem, Inc. entered into a Merger Agreement with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. Under the agreement, Merger Sub will merge into Enzo Biochem, with Enzo continuing as the surviving entity and a wholly-owned subsidiary of Parent. The merger consideration for each share of common stock will be $0.70 in cash. The Board of Directors unanimously approved the merger and will recommend that shareholders vote in favor. The closure of the merger is contingent on several conditions, including shareholder approval and the absence of legal prohibitions. Any party may terminate the agreement under specific circumstances, such as mutual consent or if the merger is not completed by October 23, 2025. Following the merger announcement, a press release was issued on June 24, 2025.

Form Type: DEFA14A

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025057241

Filing Summary: Enzo Biochem, Inc. is in the process of being acquired by Bethpage Parent, Inc., an affiliate of Battery Ventures, through a proposed merger agreement dated June 23, 2025. The acquisition is structured to have Enzo’s shareholders receive $0.70 per share in cash, with a total consideration of about $37 million. This communication serves as a solicitation for proxies from Enzo’s shareholders and was first made available on June 24, 2025. The acquisition is pending customary closing conditions, including shareholder approval, and a proxy statement will be filed with the SEC for shareholder review. The anticipated closing date for the merger is expected in the third quarter of 2025, pending all conditions being met. Shareholders are encouraged to read the forthcoming proxy statement and other relevant filings for detailed information regarding the proposed transaction.