Investment group Radoff-JEC has submitted a fourth improved non-binding acquisition offer to biotechnology firm Seer, Inc. on July 28, proposing to acquire all outstanding shares for $2.55 per share in cash plus a contingent value right. This valuation represents a 51% premium over Seer's unaffected share price on April 10 and a 29% premium over the July 27 closing price. The offer was submitted on the same day as Seer's annual general meeting, as Radoff-JEC simultaneously pursues a proxy contest, nominating three director candidates for Seer's board.

Under the terms of the offer, the CVR would entitle shareholders to receive 85% of the net proceeds from any future sale or licensing of Seer's business and assets. The Radoff-JEC group plans to complete the CVR-related payments within 6 to 12 months following the acquisition's closing. In its letter, Radoff-JEC emphasized that the offer is not speculative and carries no financing conditions, aiming to maximize shareholder value through an open auction process. The group urged Seer's two-person special committee to initiate an auction.

Radoff-JEC's public letter sharply criticized Seer's chairman and CEO, stating that he has caused cumulative investor capital losses exceeding $1 billion across the multiple companies he has led. The letter noted that the CEO's previous proposal to the special committee, offering $2.45 per share in cash plus two CVRs, is "inferior" to Radoff-JEC's new offer. Meanwhile, two leading independent proxy advisory firms, ISS and Glass Lewis, have both supported Radoff-JEC's push for board changes.

Glass Lewis recommended that shareholders vote for two of Radoff-JEC's nominated director candidates and vote against certain incumbent directors, citing Seer's "long-term underperformance, ongoing operating losses, and unclear path to commercial scale." The firm argued that the board needs new members with external biotech operational experience and M&A transaction expertise. Seer's annual general meeting was held on July 28.

Seer is a life sciences tools company focused on proteomics, with its Proteograph product suite using engineered nanoparticle technology to deliver deep proteomic analysis. Following the earlier CEO acquisition offer and continued pressure from Radoff-JEC, Seer's stock has rebounded from recent lows. Radoff-JEC stated that its enhanced offer remains valid until August 10.