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Enzon and Viskase Enter into Merger Agreement
Enzon and Viskase stockholders will respectively own approximately 15.9% and 84.1% of the combined company
CRANFORD, N.J. and LOMBARD, Ill., June 20, 2025 (GLOBE NEWSWIRE) -- Enzon Pharmaceuticals, Inc. (OTCQX: ENZN) (“Enzon” or the “Company”) and Viskase Companies, Inc. (OTC Pink Limited: VKSC) (“Viskase”) announced that they have entered into a definitive merger agreement (the “Merger Agreement”), pursuant to which Viskase will merge with and into a wholly owned subsidiary of Enzon in an all-stock transaction (the “Merger”). Following the Merger, the combined company is expected to operate under the name “Viskase Holdings, Inc.” and will trade on the “OTCQX” tier of the OTC market of the OTC Markets Group, Inc. The Chief Executive Officer of Viskase Holdings will be Timothy P. Feast, who is currently the Chief Executive Officer of Viskase.
Additional Transaction Details
The Merger Agreement has been unanimously recommended by a Special Committee of the independent directors of Enzon and a Special Committee of the independent directors of Viskase and, acting upon such recommendations, has been unanimously approved by the boards of directors of each of Enzon and Viskase.
The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, at the effective time of the Merger: (i) each share of common stock of Viskase issued and outstanding immediately prior to the Merger (other than shares held by holders that properly exercise dissenters rights and shares held in treasury) shall be automatically converted into the right to receive the number of shares of common stock of Enzon (“Enzon Common Stock”) equal to the exchange ratio as calculated under the Merger Agreement (the “Merger Consideration”); (ii) all shares of Viskase’s common stock converted into the right to receive the Merger Consideration will automatically be cancelled and will cease to exist as of the effective time of the Merger; (iii) each share of Series C Preferred Stock of Enzon (“Series C Preferred Stock”) held by affiliates of Icahn Enterprises Holdings L.P. (“IEH”) will be exchanged for Enzon Common Stock at a discount to its liquidation value based upon the 20-day VWAP of Enzon Common Stock prior to execution of the Merger Agreement; and (iv) each share of Series C Preferred Stock held by non-affiliates of IEH will have the right to be exchanged for shares of Enzon Common Stock at its liquidation value based upon the 20-day VWAP of Enzon Common Stock prior to execution of the Merger Agreement. Assuming that the Series C Preferred Stock is exchanged for Enzon Common Stock in full, upon closing of the Merger, (x) the holders of Enzon Common Stock immediately prior to the closing of the Merger are expected to own approximately 2.06% of the combined company’s common stock, (y) the holders of Series C Preferred Stock are expected to own approximately 13.84% of the combined company’s common stock, and (z) Viskase stockholders are expected to own approximately 84.1% of the combined company’s common stock, subject to certain adjustments based upon the number of shares of Series C Preferred Stock actually exchanged by non-affiliates of IEH and the amount of cash held by Enzon at the effective time of the Merger, and depending on the liquidation value of the Series C Preferred Stock at the date of closing of the Merger.
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