Corrects the Board's Flawed Reasons for Rejecting its Credible, Premium Acquisition Offer in Apparent Breach of its Fiduciary Duty
Reaffirms its Fully Financed Proposal to Acquire Seer for $2.40 per Share in Cash -- a 42% Premium to the Unaffected Share Price -- and a CVR for Stockholders to Receive 80% of the Net Proceeds from the Company's Assets
Files Preliminary Proxy Statement to Give Stockholders the Opportunity to Elect Three New Qualified, Independent Directors Who Intend to Advocate for a Strategic Review Process Aimed at Maximizing Value for All Seer Stockholders
HOUSTON--(BUSINESS WIRE)--May 27, 2026--
Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the "Radoff-JEC Group" or "we"), who collectively own approximately 7.8% of the outstanding shares of Seer, Inc. $(SEER)$ ("Seer" or the "Company"), today issued the following open letter to the Company's independent directors and financial and legal advisors in response to Seer's apparent bad-faith rejection of the Radoff-JEC Group's three fully financed proposals to acquire Seer.
The Radoff-JEC Group has also filed a preliminary proxy statement to solicit votes for the election of its three nominees -- Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini -- to the Board at the upcoming 2026 Annual Meeting of Stockholders.
***
May 27, 2026
Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: Meeta Gulyani, Terrance McGuire, Dipchand Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.; Perella Weinberg Partners LP; and Wilson Sonsini Goodrich & Rosati, Professional Corporation
Dear Independent Members of the Board, Perella Weinberg and Wilson Sonsini,
As you are aware, the Radoff-JEC Group has submitted three public proposals to acquire Seer:
-- April 13, 2026: Proposal to acquire the Company for $2.25 per share in
cash, a 33% premium to the unaffected closing price, and a contingent
value right ("CVR") for stockholders to receive potential additional
value from the sale of Seer's assets.
-- April 24, 2026: Improved proposal to acquire the Company for $2.35 per
share in cash, a 39% premium to the unaffected closing price, and the
same CVR.
-- May 14, 2026: Third proposal to acquire the Company for $2.40 per share
in cash, a 42% premium to the unaffected closing price, and the same
CVR.
The Board did not respond to our April 13 proposal, rejected our April 24 proposal without engaging with us and rejected our May 14 proposal -- again, without engaging with us. As the fourth-largest stockholder of Seer with a 7.8% ownership stake, we believe it is a potential breach of fiduciary duty for the Board to refuse to engage with a bidding party and reject an acquisition offer that could represent superior value for stockholders compared to what could reasonably be expected under the status quo.
In Seer's May 21, 2026 press release, the Board alleged our proposal "is not in the best interests of Seer stockholders because it significantly undervalues Seer and fails to reflect the value of Seer's long-term growth prospects." How can the Board credibly claim this when Seer's management team -- which has failed to create any value for stockholders over the past five and a half years -- has not provided a credible standalone plan that would deliver superior value? Since the Board has refused to discuss our proposal with us, denying us an opportunity to address any concerns, we are providing written explanations below for why we believe the Board's purported reasons for rejecting our bids are not legitimate.
Seer's Reasons for Rejecting Our The Radoff-JEC Group's Views
Bids(1)
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"[T]he Board carefully reviewed the Given that the Board never spoke to
Revised Proposal in consultation with us, it's difficult to take its
its independent financial and legal "careful" and "thorough" review
advisors. Following a thorough seriously. Perella Weinberg and
analysis, the Board concluded that Wilson Sonsini's role appears to be
the Revised Proposal significantly implementing activist defense
undervalues Seer." strategies to help Chair and CEO Omid
Farokhzad, M.D. and his allies
entrench themselves -- not advising
the Board on ways to maximize value
for all stockholders. When Perella
Weinberg calculated the potential
value of the Company as a standalone
enterprise under Dr. Farokhzad, how
did it account for Dr. Farokhzad's
and director Dr. Robert Langer's
record of incinerating more than $1
billion of investor capital across at
least five separate companies?
-------------------------------------- --------------------------------------
"[T]he Second Unsolicited Proposal Seer is a microcap business that is
fails to reflect the value of Seer's projected to grow revenue by just 3%
Proteograph Product Suite platform, this year after burning nearly $16
as well as Seer's technology million in cash in the most recent
leadership, adoption momentum and quarter. The Company posted $2.8
standalone growth prospects." million in revenue in the first
quarter of 2026, which represents a
-33.3% decline year over year and its
lowest first-quarter revenue since
2021. The Company's first quarter
results were so disappointing that
its stock -- which had risen
following our initial acquisition
proposal -- fell to below the
unaffected share price in the days
after the earnings report.(2) Our
proposal, which includes a CVR to
enable stockholders to receive 80% of
the net proceeds received from any
license, sale or other disposition of
Seer's business and assets, will
unlock whatever value remains of
Seer's platform and the technology
that underpins it.
-------------------------------------- --------------------------------------
"The Board is confident that Seer's The Seer leadership team has detailed
strategy, platform and team will its strategy and the market
create value well in excess of the opportunity for its platform in
proposal from the Radoff-JEC Group." numerous earnings calls, SEC filings,
investor presentations and investor
conferences. Since the Company's
initial public offering in December
2020, Dr. Farokhzad and his
management team have delivered a -97%
total stockholder return and burned
hundreds of millions of cash while
delivering negligible revenue
growth.(3) There is no evidence to
support Dr. Roelofs' statement. This
is a Company that has no business
remaining public under the same
failed leadership.
-------------------------------------- --------------------------------------
"As with the Initial Unsolicited As we stated at the time of
Proposal, the Second Unsolicited submitting them, each of our
Proposal was not accompanied by any acquisition proposals were fully
evidence that the Radoff-JEC Group financed and subject to very limited
had access to the funds necessary to confirmatory due diligence. The
consummate the proposed acquisition proposals could be
acquisition." financed with the cash on the
Company's balance sheet. How can the
Board and its advisors declare our
offer as highly contingent and
lacking funding when they have never
reached out to us and when that
contradicts the facts of our offer?
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(MORE TO FOLLOW) Dow Jones Newswires
May 27, 2026 16:30 ET (20:30 GMT)
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